Xencor holders OK 4M-share equity plan increase

Xencor, Inc. held its 2026 Annual Meeting of Stockholders, with 63,939,410 common shares present or represented by proxy, equal to approximately 86.26% of the 74,127,372 shares outstanding and entitled to vote as of April 17, 2026.

Rhea-AI Filing Summary

Xencor, Inc. held its 2026 Annual Meeting of Stockholders, with 63,939,410 common shares present or represented by proxy, equal to approximately 86.26% of the 74,127,372 shares outstanding and entitled to vote as of April 17, 2026.

Stockholders elected nine directors to serve until the 2027 Annual Meeting and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They also approved an amendment and restatement of the 2023 Equity Incentive Plan, increasing authorized shares reserved for issuance by 4,000,000 shares, and approved on an advisory, non-binding basis the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 63,939,410 shares Shares outstanding entitled to vote: 74,127,372 shares Meeting participation rate: 86.26% +4 more

7 metrics

Shares represented at meeting 63,939,410 shares Present or by proxy at 2026 Annual Meeting

Shares outstanding entitled to vote 74,127,372 shares Outstanding and entitled to vote as of April 17, 2026

Meeting participation rate 86.26% Percentage of outstanding shares represented at 2026 Annual Meeting

Equity plan share increase 4,000,000 shares Additional authorized shares reserved under 2023 Equity Incentive Plan

Votes for equity plan amendment 51,996,737 votes Votes for Proposal 3 to amend and restate 2023 Equity Incentive Plan

Votes for auditor ratification 63,803,517 votes Votes for KPMG LLP as 2026 independent registered public accounting firm

Votes for say-on-pay 61,262,574 votes Votes for advisory approval of named executive officer compensation

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, Equity Incentive Plan, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 16, 2026, Xencor, Inc. held its 2026 Annual Meeting of Stockholders."

independent registered public accounting firm financial

"ratified the selection by the Audit Committee ... as its independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity Incentive Plan financial

"Approval of the Amendment and Restatement of the Xencor, Inc. 2023 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-votes financial

"The final voting results are as follows ... Votes for, Votes Against, Abstentions, Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis financial

"approved, on an advisory (non-binding) basis, the compensation of its named executive officers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xencor (XNCR) stockholders vote on at the 2026 annual meeting?

Xencor stockholders voted on four proposals: electing nine directors, ratifying KPMG LLP as independent auditor for 2026, approving an amendment to the 2023 Equity Incentive Plan, and an advisory vote on named executive officer compensation, all of which received stockholder approval.

How many Xencor (XNCR) shares were represented at the 2026 annual meeting?

A total of 63,939,410 Xencor common shares were present or represented by proxy, representing approximately 86.26% of the 74,127,372 shares outstanding and entitled to vote as of the April 17, 2026 record date.

Did Xencor (XNCR) stockholders approve the amendment to the 2023 Equity Incentive Plan?

Yes. Stockholders approved amending and restating the 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance under the plan by 4,000,000 shares, with 51,996,737 votes for, 11,413,881 against, 16,773 abstentions, and 512,019 broker non-votes.

Which auditor did Xencor (XNCR) stockholders ratify for fiscal year 2026?

Stockholders ratified the selection of KPMG LLP as Xencor’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 63,803,517 votes for, 121,796 against, 14,097 abstentions, and no broker non-votes reported.

Were all Xencor (XNCR) director nominees elected at the 2026 meeting?

All nine director nominees were elected to serve until the 2027 Annual Meeting and until their successors are elected and qualified. Each nominee, including Dr. Bassil I. Dahiyat and others listed, received more votes for than withheld, plus broker non-votes.

How did Xencor (XNCR) stockholders vote on executive compensation in 2026?

On an advisory, non-binding basis, stockholders approved the compensation of Xencor’s named executive officers as disclosed in the proxy statement, with 61,262,574 votes for, 2,144,049 against, 20,768 abstentions, and 512,019 broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 04:43 PM Learn about SEC filing dates

FALSE000132673200013267322026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 16, 2026

___________________________________________________

XENCOR, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware			001-36182			20-1622502
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

465 North Halstead Street, Suite 200 Pasadena, California						91107
(Address of Principal Executive Offices)						(Zip Code)

(626) 305-5900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			XNCR			Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2026, Xencor, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. A total of 63,939,410 shares of the Company’s common stock were present or represented by proxy at the meeting, which represents approximately 86.26% of the 74,127,372 shares of the Company’s common stock that were outstanding and entitled to vote at the meeting as of the record date of April 17, 2026. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”).

Proposal 1. Election of Directors

The Company’s stockholders elected the nine persons listed below as directors, each to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:

												Votes						Broker
						Votes for						Withheld						Non-Votes
Dr. Bassil I. Dahiyat						63,181,996						245,396						512,018
Dr. Raymond J. Deshaies						62,317,285						1,110,107						512,018
Dr. Ellen G. Feigal						61,161,533						2,265,857						512,020
Dr. Kevin C. Gorman						61,845,285						1,582,105						512,020
Mr. Kurt A. Gustafson						61,858,936						1,568,455						512,019
Dr. Barbara Klencke						61,134,391						2,293,001						512,018
Dr. A. Bruce Montgomery						61,698,071						1,729,320						512,019
Mr. Richard J. Ranieri						60,377,318						3,050,073						512,019
Mr. Todd E. Simpson						62,010,884						1,416,507						512,019

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

																		Broker
Votes for						Votes Against						Abstentions						Non-Votes
63,803,517						121,796						14,097						0

Proposal 3. Approval of the Amendment and Restatement of the Xencor, Inc. 2023 Equity Incentive Plan to Increase the Number of Authorized Shares Available for Issuance thereunder by 4,000,000 Shares

The Company’s stockholders approved the amendment and restatement of the Xencor, Inc. 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance thereunder by 4,000,000 shares. The final voting results are as follows:

																		Broker
Votes for						Votes Against						Abstentions						Non-Votes
51,996,737						11,413,881						16,773						512,019

Proposal 4. Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of its named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:

																		Broker
Votes for						Votes Against						Abstentions						Non-Votes
61,262,574						2,144,049						20,768						512,019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 18, 2026			XENCOR, INC.
			By:			/s/ Celia Eckert
						Celia Eckert
						General Counsel & Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB