Independent
Tenure on this board
1.0 yrs
4 nominees · 3 ballot items.
Elect four Class II directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and approve the Amended and Restated 2021 Stock Incentive Plan to amend the evergreen to include shares underlying outstanding prefunded warrants.
Elect four Class II directors nominated by the board — Akintunde Bello, Ph.D.; Daniel Curran, M.D.; Robert Ross, M.D.; and Yuan Xu, Ph.D. — each for a three-year term expiring at the 2029 annual meeting.
Ratify the audit committee’s selection of Ernst & Young LLP as Xilio’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve amendment to the Amended and Restated 2021 Stock Incentive Plan to modify the evergreen provision so that the number of shares underlying outstanding prefunded warrants is added to outstanding shares for purposes of calculating the annual evergreen increase, effective for annual increases beginning January 1, 2027.
This management proposal asks shareholders to approve an amendment to the company’s 2021 equity incentive plan that changes the plan’s evergreen formula so that outstanding prefunded warrants are counted together with issued and outstanding common stock when calculating the annual share reserve increase (the change would apply to annual increases beginning January 1, 2027 and continue through January 1, 2031). Management seeks approval because the company has issued a large number of prefunded warrants in recent financings and private placements; those warrants produce immediate cash proceeds for the company but do not increase the issued common share count used by the current evergreen formula, which has resulted in a smaller annual increase in the reserve than management believes is necessary to maintain competitive equity grant capacity. The filing provides concrete context: as of April 15, 2026 there were approximately 5.98 million shares outstanding and 13.11 million prefunded warrants outstanding — under a 5% evergreen the amendment would increase the 2027 evergreen by roughly 954,522 shares versus 299,141 shares under the current formula, a difference of about 655,381 shares. The board and its compensation committee (with independent consultant support) argue this change preserves a percent-of-company approach, avoids under-reserving equity that would force the company toward cash compensation or reliance on inducement grants, and keeps the company competitive for talent in biopharma markets. Management discloses that the amendment only affects future annual increases (not retroactive adjustments), that the plan retains governance protections (e.g., limits on repricing without shareholder approval, no single-trigger change-in-control vesting, director grant caps, and stockholder approval requirements for material amendments), and that the company modeled overhang and burn-rate impacts and concluded the change is reasonable. From a shareholder perspective, the amendment will increase potential dilution over the 2027–2031 period relative to the current formula, raising overhang metrics (the filing estimates an overhang rising to 21.8% on a prefunded-warrant-included basis for a modeled 2027 scenario), but management argues that this dilution is necessary to preserve recruiting and retention while avoiding more costly cash alternatives. The board recommends FOR the amendment, citing anticipated sufficiency of the enlarged reserve for several years of grants, and noting that if shareholders do not approve the amendment the Original 2021 Plan will remain in effect and the company may need to alter its compensation approach. The proposal thus balances company talent needs and capital-raising realities against increased share dilution; investors should weigh the dilution impact, the company’s prefunded warrant history and the governance safeguards when evaluating the merits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bain Capital Life Sciences Investors, LLC | 11.1% | 664,021 | $6M |
| 2 | GILEAD SCIENCES, INC. | 10.9% | 650,389 | $5M |
| 3 | Frazier Life Sciences Management, L.P. | 7.1% | 422,505 | $4M |
| 4 | Sio Capital Management, LLC | 2.5% | 152,464 | $1M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 123,660 | $1M |
| 6 | Caligan Partners LPActivist | 1.9% | 112,128 | $943K |
| 7 | Merck Co., Inc. | 1.8% | 105,982 | $891K |
| 8 | Stonepine Capital Management, LLC | 1.1% | 64,162 | $540K |
| 9 | MORGAN STANLEY | 1.0% | 57,493 | $484K |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.8% | 49,566 | $417K |
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