Xencor (XNCR) Proxy filing summary

Executive summary

• Advanced multiple early- and mid-stage clinical studies in oncology and autoimmune diseases, with promising data for XmAb819 and XmAb541 in solid tumors and XmAb942 in inflammatory bowel disease.

• Ended 2025 with $610.8 million in cash, supporting continued R&D and clinical milestones into 2028.

• Focused on expanding the XmAb platform and pipeline, with additional clinical data expected in the second half of 2026 and pivotal studies planned for 2027.

Voting matters and shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of an amendment to the 2023 Equity Incentive Plan to increase authorized shares by 4,000,000.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of nine members with diverse expertise in biotechnology, finance, and human resources.

• Eight of nine directors are independent under Nasdaq rules.

• Lead Independent Board Member structure in place; all committees chaired by independent directors.

• Annual board and committee self-assessments and ongoing director education.