aibioXencor holders approve 4,000,000-share increase to 2023 equity plan
Tickers XNCR
The annual meeting on June 16, 2026 also elected nine directors and ratified KPMG LLP as auditor.
Key facts
- Company
- Xencor, Inc. (NASDAQ: XNCR)
- News type
- Listings
- Primary source
- Xencor, Inc. 8-K (2026-06-18)
The plan increase
Xencor, Inc. (Nasdaq: XNCR) reported the results of its 2026 annual meeting of stockholders in an 8-K filed June 18, 2026. The meeting was held on June 16, 2026. A total of 63,939,410 shares were present or represented by proxy, about 86.26% of the 74,127,372 shares outstanding and entitled to vote at the April 17, 2026 record date. Each of the four proposals is described in the proxy statement filed April 27, 2026.
The largest item was an amendment and restatement of the Xencor 2023 Equity Incentive Plan that adds 4,000,000 shares to the pool of shares reserved for awards. Stockholders approved it with 51,996,737 votes for, 11,413,881 against, 16,773 abstentions and 512,019 broker non-votes. The against vote was the largest opposition on any proposal in the filing.
The 8-K describes the change as an increase in the number of authorized shares available under the plan. The increase enlarges the pool of shares available for equity grants, which can dilute holders who receive no grants. The 8-K does not give a dilution figure or say how the company plans to use the new shares.
Board and auditor votes
Stockholders elected nine directors, each to serve until the 2027 annual meeting. Dr. Bassil I. Dahiyat received 63,181,996 votes for and 245,396 withheld. Mr. Richard J. Ranieri drew the most withheld votes, at 3,050,073, with 60,377,318 for. Dr. Ellen G. Feigal received 2,265,857 withheld, and Dr. Barbara Klencke 2,293,001. The other directors were Dr. Raymond J. Deshaies, Dr. Kevin C. Gorman, Mr. Kurt A. Gustafson, Dr. A. Bruce Montgomery and Mr. Todd E. Simpson.
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 63,803,517 for, 121,796 against and 14,097 abstentions.
In a non-binding advisory vote, stockholders approved the compensation of the named executive officers. The 8-K's text for that vote shows 61,262,574 votes for and 2,144,049 against, with 20,768 abstentions and 512,019 broker non-votes.
The business behind the plan
Xencor describes itself as a clinical-stage biopharmaceutical company that discovers and develops engineered antibody therapeutics for cancer and autoimmune diseases. Its 10-K for 2025, filed February 25, 2026, says the company runs Phase 1 and Phase 2 studies across a broad portfolio of programs, and that it decides which programs to advance, partner or stop.
The 10-K's XBRL data show revenue of $125.6 million in 2025, up from $110.5 million in 2024. Research and development expense was $239.4 million in 2025 and $227.7 million in 2024. The net loss was $91.9 million in 2025, against $232.6 million in 2024.
What the votes show
Stockholders approved the plan, so the company now has room for 4,000,000 more shares in awards. The opposition to that proposal, at 11,413,881 votes against, was the largest in the filing. Ranieri drew the most withheld votes of the nominees and was still elected, as were all nine nominees.
The filing gives vote totals, not the reasons holders opposed the plan. It says nothing about the company's cash, its runway or any financing. The 10-K says three marketed medicines have been developed with Xencor's XmAb technologies, and that the company has aligned its portfolio to prioritize T cell-engaging bispecific antibody programs in oncology.