UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment of XOMA Corporation Amended and Restated 2010 Long Term Incentive and Stock Award Plan
The 2023 Annual Meeting of Stockholders of XOMA Corporation (the “Company”) was held on May 17, 2023 in a virtual meeting format, pursuant to notice duly given (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the amendment of the Company’s Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”) to increase the aggregate number of shares of common stock authorized for issuance under the Plan by 709,000 shares. A summary of the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2023 (the “Proxy Statement”).
Approval of Form of Performance Unit Agreement
On May 17, 2023, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved a form of Performance Unit Agreement pursuant to the authority set forth in the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. Only stockholders of record as of the close of business on March 20, 2023 were entitled to vote at the Annual Meeting. As of March 20, 2023, 11,460,968 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 7,829,213 shares of common stock of the Company were represented, virtually or by proxy, constituting a quorum. The final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:
(a) Proposal 1. Each of the seven nominees for election to the Board was elected to serve for a one-year term based upon the following votes:
| NAME | FOR | WITHHELD | BROKER NON-VOTE |
|||||||||
| Heather L. Franklin |
7,068,387 | 14,235 | 746,591 | |||||||||
| Natasha Hernday |
6,964,733 | 117,889 | 746,591 | |||||||||
| Owen Hughes |
7,008,612 | 74,010 | 746,591 | |||||||||
| Barbara Kosacz |
6,982,517 | 100,105 | 746,591 | |||||||||
| Joseph M. Limber |
7,066,870 | 15,752 | 746,591 | |||||||||
| Matthew D. Perry |
7,071,311 | 11,311 | 746,591 | |||||||||
| Jack L. Wyszomierski |
6,914,994 | 167,628 | 746,591 | |||||||||
(b) Proposal 2. The stockholders approved an amendment of the Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 709,000 shares based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 6,918,099 | 161,547 | 2,976 | 746,591 |
(c) Proposal 3. The stockholders approved the ratification of Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for the 2023 fiscal year based upon the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 7,787,958 | 14,671 | 26,584 | N/A |
(d) Proposal 4. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement based upon the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 6,449,602 | 622,941 | 10,079 | 746,591 |
(e) Proposal 5. The stockholders approved, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers based upon the following votes:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | ||||
| 2,665,978 | 34,513 | 4,367,361 | 14,770 | 746,591 |
In light of the vote of the stockholders on this proposal and consistent with the Board’s recommendation, the Company will continue to include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every three years. The Company will hold such tri-annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation. The Company is required to hold votes on the frequency of holding future non-binding advisory votes on executive compensation every six calendar years.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Description of Document | |
| 10.1 | Form of Performance Unit Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| XOMA CORPORATION | ||||||
| Date: May 18, 2023 | By: | /s/ THOMAS BURNS | ||||
| Thomas Burns | ||||||
| Senior Vice President, Finance and Chief Financial Officer | ||||||