---
schema_version: "secwatch.filing_event.v1"
accession: "0001125345-26-000042"
form_type: "8-K"
ticker: "MGNX"
cik: "0001125345"
company_name: "MACROGENICS INC"
filed_at: "2026-05-20T20:01:01+00:00"
generated_at: "2026-05-20T21:52:21.219012+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# MacroGenics shareholders approve all proposals at 2026 annual meeting, including 1.25M share increase to equity plan

## Summary
- All four Class I director nominees elected: Scott Koenig, Federica O'Brien, Eric Risser (over 26M votes for each).
- Ratified Ernst & Young as independent auditor for FY2026 with 36.7M votes for, 40,552 against.
- Advisory say-on-pay approved with 26.6M for, 526k against, 195k abstain.
- Amendment to 2023 Equity Incentive Plan approved, increasing authorized shares by 1,250,000.
- Voter turnout ~58%; broker non-votes of 9.4M shares on director and advisory proposals.

## SEC filing metadata
- accession: 0001125345-26-000042
- form_type: 8-K
- ticker: MGNX
- cik: 0001125345
- company_name: MACROGENICS INC
- filed_at: 2026-05-20T20:01:01+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/0001125345-26-000042-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/mgnx-20260519.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001125345-26-000042
- JSON: https://secwatch.observer/filing/0001125345-26-000042.json
- Plain text: https://secwatch.observer/filing/0001125345-26-000042.txt

## Key facts
- Shareholder Votes
  MACROGENICS INC shareholders approved To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement. at the 2026-05-19 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-19
  source text: Proposal 3 . To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement. Stockholders approved the compensation of the Company's named executive officers. The voting results were as follows: For Against Abstain Broker Non-Votes 26,624,952 526,125 195,228 9,397,708
  evidence_url: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/0001125345-26-000042-index.htm
- Shareholder Votes
  MACROGENICS INC shareholders approved The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026. at the 2026-05-19 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-19
  source text: Proposal 2 . The ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026. Proposal 2 was approved. The voting results were as follows: For Against Abstain Broker Non-Votes 36,689,683 40,552 13,778 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/0001125345-26-000042-index.htm
- Shareholder Votes
  MACROGENICS INC shareholders approved To approve an amendment to the MacroGenics, Inc. 2023 Equity Incentive Plan (the "2023 Plan") to increase the number of shares of our common stock available for issuance thereunder by 1,250,000 shares. at the 2026-05-19 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-05-19
  source text: Proposal 4 . To approve an amendment to the MacroGenics, Inc. 2023 Equity Incentive Plan (the "2023 Plan") to increase the number of shares of our common stock available for issuance thereunder by 1,250,000 shares. Stockholders approved the amendment to the 2023 Plan. The voting results were as follows: For Against Abstain Broker Non-Votes 25,600,112 1,671,102 75,091 9,397,708
  evidence_url: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/0001125345-26-000042-index.htm
- Shareholder Votes
  MACROGENICS INC shareholders approved Election of four nominees to serve as Class I directors, each for a term of three years. at the 2026-05-19 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-19
  source text: Proposal 1 . The election of four nominees to serve as Class I directors, each for a term of three years. All director nominees were elected. The voting results were as follows: Nominees For Withheld Broker Non-Votes Scott Koenig, M.D., Ph.D. 26,353,906 992,399 9,397,708 Federica O'Brien 26,467,370 878,935 9,397,708 Eric Risser 27,174,501 171,804 9,397,708
  evidence_url: https://www.sec.gov/Archives/edgar/data/1125345/000112534526000042/0001125345-26-000042-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.