--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-255396" form_type: "8-K" ticker: "XENE" cik: "0001582313" company_name: "Xenon Pharmaceuticals Inc." filed_at: "2026-06-03T20:02:22+00:00" generated_at: "2026-06-03T20:03:21.293383+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Xenon shareholders approve 2026 equity plan, elect directors at annual meeting ## Summary - Shareholders approved the 2026 Equity Incentive Plan: 58.6M for, 27.6M against, 842K abstain. - New plan authorizes 4.4M new shares plus up to 14.72M shares from the prior plan (subject to expiry/forfeiture). - All 8 director nominees elected; say-on-pay approved (82.2M for, 4.8M against), with 1-year frequency chosen. - PricewaterhouseCoopers reappointed as auditor (90.4M for, 27.7K withheld); auditor remuneration authority approved. - Voter turnout: 90.4M shares (93.54% of eligible) were represented at the meeting. ## SEC filing metadata - accession: 0001193125-26-255396 - form_type: 8-K - ticker: XENE - cik: 0001582313 - company_name: Xenon Pharmaceuticals Inc. - filed_at: 2026-06-03T20:02:22+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/xene-20260602.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-255396 - JSON: https://secwatch.observer/filing/0001193125-26-255396.json - Plain text: https://secwatch.observer/filing/0001193125-26-255396.txt ## Key facts - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal Four – 2026 Equity Incentive Plan at the 2026-06-02 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-02 source text: Proposal Four – 2026 Equity Incentive Plan. The Company's 2026 Equity Incentive Plan was approved as follows: For Against Abstain Broker Non-Votes 58,579,810.00 27,570,443.18 842,250.00 3,407,133.11 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal Five – Appointment of Auditor at the 2026-06-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-02 source text: Proposal Five – Appointment of Auditor. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the ensuing year was approved as follows: For Withheld Broker Non-Votes 90,371,967.64 27,668.65 0.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal Six – Remuneration of Auditor at the 2026-06-02 meeting. - Outcome: passed - Meeting: 2026-06-02 source text: Proposal Six – Remuneration of Auditor. The authority of the audit committee of the Board to set the remuneration of the auditor for the ensuing year was approved as follows: For Against Abstain Broker Non-Votes 90,370,029.64 2,369.65 27,237.00 0.00 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal Three – Advisory Vote on Frequency of Say-on-Pay at the 2026-06-02 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-02 source text: Proposal Three – Advisory Vote on Frequency of Say-on-Pay. The frequency of advisory votes on the compensation of the Company’s named executive officers, on an advisory basis, was approved as follows: 1 Year 2 Year 3 Year Abstain Broker Non-Votes 86,918,084.18 2,360.00 43,281.00 28,778.00 3,407,133.11 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal Two – Advisory Vote on Compensation of Named Executive Officers ("Say-on-Pay") at the 2026-06-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-02 source text: Proposal Two – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”). The compensation of the Company’s named executive officers, on an advisory basis, was approved as follows: For Against Abstain Broker Non-Votes 82,156,320.53 4,769,025.65 67,157.00 3,407,133.11 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm - Shareholder Votes Xenon Pharmaceuticals Inc. shareholders approved Proposal One – Election of Directors at the 2026-06-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-02 source text: Proposal One – Election of Directors . The following nominees were elected as directors to serve until the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified: For Against Broker Non-Votes Dawn Svoronos 82,475,281.53 4,517,221.65 3,407,133.11 Gillian Cannon 84,844,120.53 2,148,382.65 3,407,133.11 Steven Gannon 86,149,107.53 843,395.65 3,407,133.11 Elizabeth Garofalo 84,808,573.53 2,183,929.65 3,407,133.11 Justin Gover 86,290,281.53 702,221.65 3,407,133.11 Patrick Machado 86,603,916.53 388,586.65 3,407,133.11 Ian Mortimer 86,524,582.53 467,920.65 3,407,133.11 Gary Patou 86,114,511.53 877,991.65 3,407,133.11 evidence_url: https://www.sec.gov/Archives/edgar/data/1582313/000119312526255396/0001193125-26-255396-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.