SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2022, Xencor, Inc. (the “Company”) held our 2022 Annual Meeting of Stockholders. A total of 57,156,922 shares of the Company’s common stock were present or represented by proxy at the meeting, which represents approximately 96.0% of the 59,540,327 shares of the Company’s common stock that were outstanding and entitled to vote at the meeting as of the record date of April 25, 2022. 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 27, 2022 (the “Proxy Statement”).
Proposal 1. Election of Directors
Our stockholders elected the eight persons listed below as directors, each to serve until our 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:
Dr. Bassil I. Dahiyat
Dr. Ellen G. Feigal
Dr. Kevin C. Gorman
Mr. Kurt A. Gustafson
Mr. Yujiro S. Hata
Dr. A. Bruce Montgomery
Mr. Richard J. Ranieri
Ms. Dagmar Rosa-Bjorkeson
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
Our stockholders ratified the selection by the Audit Committee of our Board of Directors of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:
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. The final voting results are as follows:
Accordingly, Bassil I. Dahiyat, Ellen G. Feigal, Kevin C. Gorman, Kurt A. Gustafson, Yujiro S. Hata, A. Bruce Montgomery, Richard J. Ranieri and Dagmar Rosa-Bjorkeson were elected to serve one-year terms and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.
Mr. Hata received the required plurality of votes to be elected to serve on the Company’s Board of Directors (the “Board”); however, he did not receive a majority of the votes cast for his re-election. In accordance with the Company's Director Resignation Policy, Mr. Hata has offered to resign from the Board, subject to the Board’s acceptance of his resignation. The Company believes that Mr. Hata receiving less than a majority of votes cast in support for his re-election was due to some shareholders’ concerns related to his service on two additional public company boards of directors beyond service on the Company's Board, while also serving as a public company executive officer. Although Mr. Hata complies with the applicable overboarding policies of independent proxy advisors, some institutional shareholders have more restrictive proxy voting guidelines on that issue. The Nominating and Corporate Governance Committee of the Board, without the participation of Mr. Hata, will review the matter and make a recommendation to the full Board, who will, without the participation of Mr. Hata, determine whether to accept or reject his resignation. The Company will announce the Board’s decision and the reasons therefore in a Current Report on Form 8-K within ninety (90) days of the date of the Annual Meeting.
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 28, 2022
/s/ Celia Eckert
General Counsel & Corporate Secretary