SEC Form 8-K filed by XOMA Royalty Corporation
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 May 21, 2026, XOMA Royalty Corporation (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which point the polls were closed on the proposals contained in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “Proxy Statement”). As of the close of business on March 25, 2026, the record date for the Annual Meeting, there were 11,915,730 shares of the Company’s common stock issued and outstanding.
At the Annual Meeting, the Company’s stockholders approved (i) an amendment and restatement of the Company’s 2010 Long Term Incentive and Stock Award Plan (as so amended and restated, the “Plan”), which increases the shares of common stock available for issuance under the Plan by 425,000 shares and extends the term of the Plan to March 16, 2036, and (ii) the Company’s 2026 Employee Stock Purchase Plan (the “ESPP”), which provides for 500,000 shares of common stock to be available for issuance under the ESPP.
For additional information regarding the Plan and the ESPP, please refer to the headings “Summary of the Proposed A&R Plan” and “Summary of the 2026 ESPP Plan” contained in Proposals 3 and 4, respectively, of the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Plan and the ESPP, which are filed hereto as Exhibits 10.1 and 10.2, respectively.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the transactions contemplated by the Agreement and Plan of Merger, by and among the Company, Ligand Pharmaceuticals Incorporated and Flex Merger Sub, Inc., as previously disclosed in a Current Report on Form 8-K filed with the SEC on April 27, 2026, effective May 21, 2026, the Board of Directors adopted and approved amendments to the Company’s bylaws (the “Bylaws”) to: (1) include language related to the Nevada controlling interest statutes, including Nevada Revised Statutes 78.378 through 78.3793, inclusive, to help clarify the applicability of these statutes, and (2) introduce an exclusive forum provision, which provides that the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for certain state corporate law or stockholder derivative claims, and that the federal district courts shall be the sole and exclusive forum for any claim arising under the federal securities laws, in each case to the fullest extent permitted by law and unless the Company consents in writing to the selection of an alternative forum.
The foregoing descriptions of the amendments to the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full texts of the amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, each of the Company’s director nominees was elected and each of the other proposals voted on was approved. The final voting results are set forth below:
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Proposal 1. Election of Director Nominees |
||||||||||||
• Owen Hughes |
8,339,874 | 77,558 | 695,090 | |||||||||
• Jack L. Wyszomierski |
8,330,001 | 87,431 | 695,090 | |||||||||
• Heather L. Franklin |
8,339,062 | 78,370 | 695,090 | |||||||||
• Natasha Hernday |
8,301,769 | 115,663 | 695,090 | |||||||||
• Barbara Kosacz |
8,332,787 | 84,645 | 695,090 | |||||||||
• Joseph M. Limber |
8,323,073 | 94,359 | 695,090 | |||||||||
• Matthew D. Perry |
8,343,711 | 73,721 | 695,090 | |||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 2. Ratification of Selection of Deloitte & Touche LLP as Independent Auditor |
9,041,336 | 12,019 | 59,167 | 0 |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 3. Approval of an Amendment and Restatement of the 2010 Long Term Incentive and Stock Award Plan |
7,738,322 | 668,915 | 10,195 | 695,090 |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 4. Approval of the 2026 Employee Stock Purchase Plan |
8,351,699 | 62,485 | 3,248 | 695,090 |
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 5. Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers |
8,330,043 | 76,630 | 10,759 | 695,090 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description of Document | |
| 3.1 | Amendments to Bylaws of the Company, effective May 21, 2026. | |
| 10.1 | XOMA Royalty Corporation Amended and Restated 2010 Long Term Incentive and Stock Award Plan. | |
| 10.2 | XOMA Royalty Corporation 2026 Employee Stock Purchase Plan. | |
| 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 ROYALTY CORPORATION | ||||||
| Date: May 22, 2026 | By: | /s/ Jeffrey Trigilio | ||||
| Jeffrey Trigilio | ||||||
| Chief Financial Officer | ||||||