UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2020, Xencor, Inc. (the “Company”) held our 2020 Annual Meeting of Stockholders. A total of 54,693,722 shares of the Company’s common stock were present or represented by proxy at the meeting, which represents approximately 95.95% of the Company’s 57,001,671 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of April 27, 2020. Stockholders considered the three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2020 (the “Proxy Statement”).
Proposal 1. Election of Directors
Our stockholders elected the eight persons listed below as directors, each to serve until our 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
Votes | Broker | |||||
| Votes for |
| Withheld |
| Non-Votes | |
Dr. Bassil I. Dahiyat |
| 46,967,560 | 23,825 | 7,702,337 | ||
Dr. Ellen G. Feigal | 46,942,317 | 49,068 | 7,702,337 | |||
Dr. Kevin C. Gorman |
| 46,940,617 | 50,768 | 7,702,337 | ||
Mr. Kurt A. Gustafson | 41,434,461 | 5,556,924 | 7,702,337 | |||
Mr. Yujiro S. Hata | 46,928,654 | 62,731 | 7,702,337 | |||
Dr. A. Bruce Montgomery | 46,927,949 | 63,436 | 7,702,337 | |||
Mr. Richard J. Ranieri | 46,788,721 | 202,664 | 7,702,337 | |||
Ms. Dagmar Rosa-Bjorkeson |
| 46,896,472 | 94,913 | 7,702,337 |
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
Our stockholders ratified the selection by our Audit Committee of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results are as follows:
Broker | ||||||
Votes for | Votes Against | Abstention | Non-votes | |||
54,637,402 | 33,128 | 23,192 | - | |||
Proposal 3. Advisory Vote on the Compensation of the Company’s Named Executive Officers
Our stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the Proxy Statement. Stockholders approved the compensation of our named executive officers. The final voting results are as follows:
Broker | ||||||
Votes for | Votes Against | Abstention | Non-votes | |||
46,583,958 | 364,600 | 42,827 | 7,702,337 | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 26, 2020 |
| XENCOR, INC. | |
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| By: | /s/ Celia E. Eckert |
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| Celia E. Eckert |
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| Secretary |
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