Xencor (NASDAQ: XNCR) investors back 4M-share equity plan boost and all proposals
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
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
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.
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.