8-K
filed May 22, 2026, 6:01 AM ET
ticker XOMA
CIK 0000791908
other material
confidence high
sentiment neutral
materiality 0.50
XOMA Royalty stockholders approve equity plan amendments, new ESPP, and bylaw forum provision
XOMA Royalty Corp
- Stockholders approved amendment to 2010 Long Term Incentive Plan, increasing share reserve by 425,000 and extending term to 2036.
- Stockholders approved 2026 Employee Stock Purchase Plan, authorizing 500,000 shares for issuance.
- Board adopted bylaw amendments including exclusive forum provision for state and federal securities claims in Nevada.
- All seven director nominees elected; Deloitte & Touche ratified as auditor; advisory say-on-pay approved.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XOMA Royalty Corp: Amended bylaws to add Nevada controlling interest statutes language and an exclusive forum provision for state and federal securities law claims (effective 2026-05-21).
- Change
- bylaw amendment
- Effective
- 2026-05-21
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
XOMA Royalty Corp shareholders approved Approval of the 2026 Employee Stock Purchase Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Proposal 4. Approval of the 2026 Employee Stock Purchase Plan 8,351,699 62,485 3,248 695,090
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
XOMA Royalty Corp shareholders approved Ratification of Selection of Deloitte & Touche LLP as Independent Auditor.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
Proposal 2. Ratification of Selection of Deloitte & Touche LLP as Independent Auditor 9,041,336 12,019 59,167 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
XOMA Royalty Corp shareholders approved Election of Director Nominees.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
XOMA Royalty Corp shareholders approved Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
XOMA Royalty Corp shareholders approved Approval of an Amendment and Restatement of the 2010 Long Term Incentive and Stock Award Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.