Xilio Therapeutics, Inc. 8-K

What Happened

• Xilio Therapeutics, Inc. (XLO) held its 2026 Annual Meeting on June 10, 2026. Stockholders elected Akintunde Bello, Ph.D.; Daniel Curran, M.D.; Robert Ross, M.D.; and Yuan Xu, Ph.D., as Class II directors for three-year terms expiring at the 2029 annual meeting.
• After his re-election as a Class II director, Daniel Curran, M.D. tendered a resignation from Class II contingent on being re-appointed to Class III to rebalance the Board under the Company’s charter. The Board accepted the resignation and immediately re-appointed Dr. Curran as a Class III director, resulting in three directors in each of Classes I, II and III.
• Stockholders also approved the Amended and Restated 2021 Stock Incentive Plan. A complete copy of the Amended and Restated 2021 Plan is attached as Exhibit 99.1 to the 8-K and the proxy description (pages 10–20) is incorporated by reference.

Key Details

• Annual meeting date: June 10, 2026.
• Director election results (Votes For / Votes Withheld / Broker Non-Votes):
  • Akintunde Bello, Ph.D.: 3,652,015 / 130,437 / 1,279,671
  • Daniel Curran, M.D.: 3,709,598 / 72,854 / 1,279,671
  • Robert Ross, M.D.: 3,719,795 / 62,657 / 1,279,671
  • Yuan Xu, Ph.D.: 3,716,549 / 65,903 / 1,279,671
• Board composition after rebalancing: three directors in each class (I, II, III).
• No changes to Dr. Curran’s compensation and no compensation is due as a result of his resignation and reappointment.
• The Amended and Restated 2021 Stock Incentive Plan was approved by stockholders and is filed as Exhibit 99.1.

Why It Matters

• Board rebalancing preserves the Company’s classified-board structure in accordance with its charter, maintaining governance continuity and the intended staggered terms. Investors should note the Board composition and confirmed director slate through 2029 for Class II seats.
• Approval of the Amended and Restated 2021 Stock Incentive Plan finalizes the Board-adopted changes to the company’s equity award framework; details of the amendments (including any share-reserve or award-term changes) are described in the proxy (pages 10–20) and in Exhibit 99.1 for investors who want specifics.