Cytomx Therapeutics Inc

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.

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).

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.

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.

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.