MACROGENICS INC 8-K

What Happened
MacroGenics, Inc. announced the results of its 2026 Annual Meeting of Stockholders held on May 19, 2026. A total of 36,744,013 shares were present or represented by proxy (about 58% of 63,560,068 outstanding shares as of the March 27, 2026 record date). The company reported that all director nominees were elected and that shareholders approved ratification of Ernst & Young LLP as auditor, an advisory “say-on-pay” vote, and an amendment to increase shares under the 2023 Equity Incentive Plan.

Key Details

• Meeting attendance: 36,744,013 shares present or represented (≈58% of 63,560,068 shares outstanding as of March 27, 2026).
• Director elections (all elected; vote totals reported):
  • Scott Koenig, M.D., Ph.D.: 26,353,906 For, 992,399 Withheld; broker non-votes 9,397,708
  • Federica O’Brien: 26,467,370 For, 878,935 Withheld; broker non-votes 9,397,708
  • Eric Risser: 27,174,501 For, 171,804 Withheld; broker non-votes 9,397,708
• Proposal 2 (ratify Ernst & Young LLP as auditor): For 36,689,683; Against 40,552; Abstain 13,778.
• Proposal 3 (advisory approval of named executive officer compensation): For 26,624,952; Against 526,125; Abstain 195,228; broker non-votes 9,397,708.
• Proposal 4 (amend 2023 Equity Incentive Plan to add 1,250,000 shares): For 25,600,112; Against 1,671,102; Abstain 75,091; broker non-votes 9,397,708.

Why It Matters
These votes confirm shareholder support for MacroGenics’ board slate, its auditor selection, executive compensation (advisory), and a share increase for the 2023 Equity Incentive Plan. For investors, the equity-plan approval authorizes issuance of up to 1,250,000 additional shares under the company’s incentive program, while the advisory say-on-pay and auditor ratification signal general shareholder alignment with current governance and oversight.