XOMA Corporation (XOMA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to be held virtually, with voting on six key proposals including director elections, auditor ratification, reincorporation, bylaw amendments, equity plan updates, and potential adjournment.

• Board recommends approval of all proposals, citing governance best practices, cost savings, and alignment with shareholder interests.

• Forward-looking statements highlight anticipated benefits from reincorporation, equity plan changes, and ongoing governance enhancements.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors to serve until 2026.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Reincorporation from Delaware to Nevada, expected to yield cost savings and reduce litigation risk.

• Proposal 4: Authorization for the Board to unilaterally amend bylaws, aligning with market practice.

• Proposal 5: Amend and restate the 2010 Long Term Incentive and Stock Award Plan, increasing share pool by 880,000 shares and updating plan terms.

• Proposal 6: Adjournment of the meeting if additional proxy solicitation is needed.

Board of directors and corporate governance

• Board consists of seven members, with annual elections and a focus on diversity and relevant industry experience.

• 42% of directors self-identify as female, 14% as racially/ethnically diverse, and 14% as LGBTQ+.

• Board leadership is separated between an independent Chairman and the CEO.

• Standing committees include Audit, Compensation, and Nominating & Governance, all composed of independent directors.