NextCure, Inc. 8-K

What Happened

• NextCure, Inc. (NXTC) filed an 8-K on June 25, 2026 reporting results of its June 18, 2026 Annual Meeting. Stockholders approved an amendment and restatement of the 2019 Omnibus Incentive Plan (the A&R 2019 Plan) and elected two Class I directors to three-year terms expiring at the 2029 annual meeting. The Board had previously approved the A&R 2019 Plan on March 12, 2026, subject to shareholder approval.

Key Details

• The A&R 2019 Plan increases the number of shares authorized for issuance under the 2019 Plan by 80,000 shares and revises the evergreen provision so the annual increase is based on the Company’s outstanding shares on a fully diluted basis (including outstanding prefunded warrants).
• Director elections (three-year terms ending at the 2029 Annual Meeting): Anne Borgman, M.D. — For: 1,595,507; Against: 522,009; Abstain: 139; Broker non-votes: 698,319. John G. Houston, Ph.D. — For: 1,961,916; Against: 155,737; Abstain: 2; Broker non-votes: 698,319.
• Other shareholder votes: Ratified Ernst & Young LLP as independent auditor for fiscal 2026 (For: 2,774,832; Against: 32,329; Abstain: 8,813). Advisory “say-on-pay” vote approved (For: 2,109,269; Against: 8,127; Abstain: 259).
• The filing references the definitive proxy filed April 24, 2026 for additional details on the A&R 2019 Plan.

Why It Matters

• The approved amendment increases the pool of shares available for equity awards (80,000 additional shares) and changes how that pool can grow annually (tied to fully diluted outstanding shares). That affects how many shares may be granted to employees, directors or consultants and is relevant to potential shareholder dilution and compensation expense.
• Election of the two Class I directors and ratification of the auditor indicate shareholder support for the Board and management’s governance and compensation practices, as reflected in the advisory say-on-pay vote.