Xencor (XNCR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, at the Pasadena, California headquarters.

• Stockholders of record as of April 15, 2025, are eligible to vote on key proposals.

• Proxy materials are available online, with options to request paper or email copies.

Voting matters and shareholder proposals

• Election of eight director nominees to serve until the next annual meeting.

• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025.

• Approval of an amendment to the 2023 Equity Incentive Plan, increasing authorized shares by 3,000,000.

• Advisory vote on executive compensation for named executive officers.

• Provision to conduct any other business properly brought before the meeting.

Board of directors and corporate governance

• Eight nominees listed for election to the board, including Dr. Bassil I. Dahiyat and Dr. Ellen G. Feigal.

• Board recommends voting in favor of all director nominees and proposals.