SEC Form 8-K filed by CytomX Therapeutics Inc.
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. |
On June 17, 2026, stockholders of CytomX Therapeutics, Inc. (the “Company”) approved at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) an amendment (the “2015 Plan Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) and an amendment (the “ESPP Amendment”) to the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”).
The 2015 Plan Amendment amends the 2015 Plan to increase the number of shares authorized for issuance thereunder by 6,500,000 shares. The 2015 Plan Amendment was adopted by the Company’s board of directors (the “Board”) in March 2026 and became effective on the date of stockholder approval.
The terms of the 2015 Plan Amendment are described in the section entitled “Proposal 4: Approval of the Amendment to our Amended and Restated 2015 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Proxy Statement”).
The ESPP Amendment amends the ESPP to increase the number of shares authorized for issuance thereunder by 1,000,000 shares. The ESPP Amendment was adopted by the Board in March 2026 and became effective on the date of stockholder approval.
The terms of the ESPP Amendment are described in the section entitled “Proposal 5: Approval of the Amendment to our Amended and Restated Employee Stock Purchase Plan” in the Proxy Statement.
The foregoing descriptions of the 2015 Plan Amendment and the ESPP Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text thereof. Copies of the 2015 Plan and the ESPP, as amended to reflect the 2015 Plan Amendment and the ESPP Amendment, respectively, are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 22, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 300,000,000 to 600,000,000 shares (the “Charter Amendment”). The Charter Amendment was approved by the Company’s stockholders at the Annual Meeting on June 17, 2026.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, which is filed as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 17, 2026. On April 20, 2026, the record date for the Annual Meeting, there were 217,702,919 shares of the Company’s common stock outstanding, with each such share being entitled to one vote.
At the Annual Meeting, 183,604,084 shares of the Company’s common stock were voted online or by proxy for the seven proposals set forth below, each of which is described in the Proxy Statement.
Proposal 1. The Company’s stockholders elected the Class II director nominees below to the Board to hold office until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or the earlier of their death, resignation or removal.
| NOMINEE |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| Matthew P. Young |
146,742,827 | 2,062,471 | 199,664 | 34,599,122 | ||||||||||||
| Elaine V. Jones Ph.D. |
131,377,301 | 17,428,951 | 198,710 | 34,599,122 | ||||||||||||
Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.
| FOR |
AGAINST |
ABSTAIN | ||
| 182,976,052 | 382,681 | 245,351 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 shares to 600,000,000 shares.
| FOR |
AGAINST |
ABSTAIN | ||
| 178,362,995 | 4,771,689 | 469,400 |
Proposal 4. The Company’s stockholders approved an amendment to the 2015 Plan, as described in the Proxy Statement.
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 147,079,951 | 1,745,001 | 180,010 | 34,599,122 |
Proposal 5. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan, as described in the Proxy Statement.
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 147,375,197 | 1,468,576 | 161,189 | 34,599,122 |
Proposal 6. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, pursuant to the compensation disclosure rules of the SEC.
| FOR |
AGAINST |
ABSTAIN |
BROKER | |||
| 147,127,715 | 1,722,679 | 154,568 | 34,599,122 |
Proposal 7. The non-binding, advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers:
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER | ||||
| 145,004,404 | 1,298,607 | 2,352,377 | 349,574 | 34,599,122 |
Based upon the results set forth in Proposal 7 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.
No other items were presented for stockholder approval at the Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 10.1 | Amended and Restated CytomX Therapeutics, Inc. 2015 Equity Incentive Plan | |
| 10.2 | Amended and Restated CytomX Therapeutics, Inc. Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 thereunto duly authorized.
| CYTOMX THERAPEUTICS, INC. | ||||||
| Date: June 22, 2026 | By: | /s/ Christopher W. Ogden | ||||
| Christopher W. Ogden | ||||||
| SVP, Chief Financial Officer | ||||||