Xencor Inc 8-K

What Happened Xencor, Inc. filed an 8-K on June 18, 2026 reporting the results of its June 16, 2026 Annual Meeting of Stockholders. A total of 63,939,410 shares (about 86.26% of the 74,127,372 outstanding shares as of the April 17, 2026 record date) were present or represented by proxy. Stockholders elected nine directors to serve until the 2027 annual meeting, ratified KPMG LLP as the company’s independent registered public accounting firm for 2026, approved an amendment to increase the 2023 Equity Incentive Plan by 4,000,000 shares, and approved the advisory (non‑binding) compensation vote for named executives.

Key Details

• Shares present/proxy: 63,939,410 (≈86.26% of 74,127,372 outstanding as of April 17, 2026).
• Directors elected (each to 2027): Bassil I. Dahiyat; Raymond J. Deshaies; Ellen G. Feigal; Kevin C. Gorman; Kurt A. Gustafson; Barbara Klencke; A. Bruce Montgomery; Richard J. Ranieri; Todd E. Simpson. Vote highlights: Dahiyat received 63,181,996 for / 245,396 withheld; Ranieri received 60,377,318 for / 3,050,073 withheld.
• Auditor ratification: KPMG LLP ratified — 63,803,517 for, 121,796 against, 14,097 abstentions.
• Equity plan amendment: Approved to add 4,000,000 shares — 51,996,737 for, 11,413,881 against, 16,773 abstentions (512,019 non‑votes).
• Advisory say‑on‑pay: Approved — 61,262,574 for, 2,144,049 against, 20,768 abstentions (512,019 non‑votes).

Why It Matters These are governance items that affect shareholder control, corporate oversight and potential dilution. Re‑electing the board and ratifying KPMG maintains leadership and auditor continuity. Approving the 4 million‑share increase to the equity incentive plan creates capacity for future employee and director awards, which can dilute existing shareholders but is commonly used to support retention and incentives. The advisory approval of executive compensation indicates shareholder support for the company’s pay practices (non‑binding). No financial results or other material corporate transactions were reported in this filing.