Cytomx Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two directors (Matthew P. Young and Elaine V. Jones, Ph.D.) to Class II with terms expiring at the 2029 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as CytomX’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Amendment to Certificate of Incorporation to Increase Authorized Common Stock

   ManagementBoard: FOR

   Approve an amendment to the Amended and Restated Certificate of Incorporation to increase authorized shares of common stock from 300,000,000 to 600,000,000 shares.

   More detail

   This management proposal seeks stockholder approval to amend Article Four, Section A of CytomX’s Amended and Restated Certificate of Incorporation to increase the authorized number of common shares from 300 million to 600 million (total authorized shares across classes would rise from 310 million to 610 million including preferred). Management and the Board argue the increase will provide flexibility for financing, strategic transactions, equity compensation, and general corporate purposes; the Board currently has no specific plans to issue the new shares other than ordinary-course equity compensation, and the amendment will have no immediate dilutive effect until shares are issued. The Board emphasizes the need for additional authorized shares to support potential capital raises and strategic transactions, to avoid transactional delay from needing ad hoc shareholder approvals, and to preserve equity grants for hiring and retention. The proxy discloses that as of March 31, 2026, ~82.3 million authorized common shares remained available, leading the Board to judge the increase prudent given the company’s pipeline funding needs. The proxy also acknowledges anti-takeover considerations—additional authorized shares could be used to dilute activists or hostile bidders—but states the Board is not presenting the amendment to deter takeovers. The Board recommends a vote FOR the charter amendment, citing operational flexibility and capital-planning rationale, but shareholders should weigh the potential for dilution and anti-takeover effects, the absence of preemptive rights, and the Board’s unilateral issuance ability when considering support.

4. 4

   Amendment to Amended and Restated 2015 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an increase of 6,500,000 shares to the share reserve under the Amended and Restated 2015 Equity Incentive Plan, raising the reserve to approximately 8,211,325 shares.

   More detail

   This management proposal asks shareholders to authorize an increase of 6.5 million shares to CytomX’s Amended and Restated 2015 Equity Incentive Plan (bringing the post-approval reserve to ~8.21 million). Management and the Compensation Committee contend the existing reserve (about 1.71 million as of March 31, 2026) is insufficient to support anticipated equity grants over the next one to two years given historical grant rates and planned hiring, and they relied on Aon’s analysis in determining the requested amount. The proposal is framed as necessary to preserve market-competitive equity compensation for recruitment and retention in the competitive biotech labor market, with burn-rate disclosure (three-year average ~4.8%). The plan permits broad-based awards (ISOs, NSOs, RSUs, PSUs, SARs, bonus shares) and includes typical corporate adjustments and anti-dilution protections; shareholder approval is required under Nasdaq rules and tax law for certain actions. Management recommends FOR, arguing the additional shares are reasonable relative to historical usage and will permit normal grant practices without frequent shareholder proposals, but shareholders should evaluate dilution impact, the company's hiring and grant pace, and alternative approaches (e.g., more targeted grants, cash-based comp).

5. 5

   Amendment to Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve an increase of 1,000,000 shares to the Amended and Restated Employee Stock Purchase Plan, raising the aggregate reserve to 3,370,546 shares.

   More detail

   Management proposes a 1,000,000-share increase to the company’s ESPP reserve to support employee stock purchase offers and to aid retention and recruitment. The Board asserts this will extend the ESPP’s longevity to approximately 6–7 years under historical participation, while preserving a tax-qualified employee purchase structure (85% of lower of offering-period opening or closing price). The Committee evaluated utilization, eligibility (~69 eligible employees), and concluded the increase is appropriate. The ESPP includes standard Section 423 tax-qualified features, offering periods generally semi-annual, and imposes purchase and ownership limits. Management recommends FOR, citing retention and employee-alignment benefits, but investors should consider dilution and whether longer-term equity plans already cover employee incentives.

6. 6

   Non-Binding, Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Hold a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory management proposal requests stockholder approval of the named executive officer compensation disclosed in the proxy (Say-on-Pay). Management and the Compensation Committee argue the pay program is aligned with performance, and the Board will consider the advisory vote’s outcome in future compensation decisions. The company provides details on base pay, target bonuses, historical payouts, equity awards and severance/change-in-control arrangements. While non-binding, the board recommends an annual advisory vote and recommends a vote FOR this proposal to support current pay philosophy and alignment with shareholder interests.

7. 7

   Advisory Vote on the Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Provide a non-binding advisory vote on whether advisory votes on executive compensation should be held every 1, 2, or 3 years (the Board recommends 1 year).

   More detail

   This is a routine advisory proposal required by the Dodd-Frank Act asking shareholders to indicate whether Say-on-Pay votes should be held annually, biennially, or triennially. Management recommends an annual frequency, arguing it provides the most current information to shareholders and fosters meaningful engagement. The vote is non-binding; if no option receives a majority, the alternative with the plurality will be considered selected. The Board will consider results but is not bound to follow them.

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When is the Cytomx Therapeutics Inc 2026 annual meeting?

Cytomx Therapeutics Inc (CTMX) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Cytomx Therapeutics Inc 2026 meeting?

The record date for the Cytomx Therapeutics Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cytomx Therapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Cytomx Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cytomx Therapeutics Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Cytomx Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.