XOMA Corp true 0000791908 0000791908 2021-08-06 2021-08-06 0000791908 us-gaap:CommonStockMember 2021-08-06 2021-08-06 0000791908 us-gaap:SeriesAPreferredStockMember 2021-08-06 2021-08-06 0000791908 us-gaap:SeriesBPreferredStockMember 2021-08-06 2021-08-06





Washington, D.C. 20549




(Amendment No. 1)




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 6, 2021




(Exact name of registrant as specified in its charter)




001-39801   Delaware   52-2154066


File Number)


(State or other jurisdiction

of incorporation)


(IRS Employer

Identification No.)


2200 Powell Street, Suite 310,

Emeryville, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (510) 204-7200

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:





Name of each exchange

on which registered:

Common Stock, $0.0075 par value per share   XOMA   The Nasdaq Global Market
8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share   XOMAP   The Nasdaq Global Market
Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share)   XOMAO   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As previously announced, on August 6, 2021, the board of directors (the “Board”) of XOMA Corporation (the “Company”) appointed Heather Franklin to the Board to serve until the 2022 Annual Meeting of Stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. As of the date of her appointment to the Board, it had not yet been determined on which committees of the Board Ms. Franklin would serve.

This Form 8-K/A is being filed to disclose that on October 20, 2021 the Board appointed Ms. Franklin to the Compensation Committee of the Board, effective immediately, and determined that Ms. Franklin is independent under applicable U.S. Securities and Exchange Commission requirements and the Nasdaq listing standards.


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: October 26, 2021      

/s/ Thomas Burns

      Thomas Burns

Senior Vice President, Finance and Chief Financial