Xoma Royalty Corp

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger by and among XOMA Royalty, Parent, Merger Sub and HoldCo, whereby HoldCo will merge with Merger Sub and HoldCo stockholders will receive $39.00 per share in cash plus one contingent value right (CVR) per share.

   More detail

   The proposal asks stockholders to approve a definitive merger agreement under which HoldCo, a newly formed subsidiary, will be merged into Parent’s merger subsidiary, resulting in HoldCo becoming a wholly owned subsidiary of Parent and holders of XOMA Royalty common stock to receive $39.00 per share in cash plus one CVR per share. Management contends the fixed cash payment provides immediate liquidity and the CVR preserves upside tied to the Janssen litigation. Voting approval also authorizes a pre-closing holding company reorganization that interposes HoldCo and ensures the CVR spin mechanics operate as contemplated. The board’s recommendation in favor was informed by a market check process, negotiation of improved consideration (from earlier lower offers), a fairness opinion from Leerink Partners that $39.00 was fair for the cash portion, and constraints in consummating alternate transactions. Key risks include the contingent, non-transferable and potentially worthless nature of the CVR, uncertain timing and taxes of payments on CVRs, the loss of upside beyond $39.00, and the usual merger execution and regulatory risks. The transaction structure includes comprehensive treatment of equity awards and warrants and contains customary termination fees and fiduciary exceptions; stockholder approval is required for the merger to close.

2. 2

   Holding Company Reorganization Proposal

   ManagementBoard: FOR

   Approve the holding company reorganization (HoldCo Reorganization Merger Agreement) whereby HoldCo Merger Sub will merge with and into XOMA Royalty, HoldCo will become Rpublic holding company and each XOMA Royalty share converts into HoldCo shares on same rights.

   More detail

   Management seeks approval to enact a holding company reorganization that interposes HoldCo as the public parent and converts existing XOMA Royalty securities and awards into equivalent HoldCo securities and awards on identical terms. This administrative reorganization is a structural condition precedent for the Merger and the CVR spin mechanics and facilitates the transfer of the Janssen-litigation economic claim into the CVR Trust prior to closing. The board recommends approval because it is required by the Merger Agreement and preserves stockholder rights while enabling the negotiated economic allocation underpinning the Transaction; stockholder approval is needed for the Merger closing and the reorganization is conditioned on Merger vote. The change is largely technical and designed to maintain existing governance and economics while enabling the deal mechanics; the company discloses tax and procedural considerations and stresses that adoption of the reorganization alone will not entitle holders to different cash or CVR economics.

3. 3

   Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

   More detail

   The non-binding advisory 'golden parachute' proposal asks shareholders to approve payments and benefits payable to named executive officers in connection with the Merger, including severance, accelerated equity vesting, continued benefits and other change-in-control payments required under existing agreements. Management and the board present the payments as part of previously established plans and in the best interests of stockholders to ensure retention and continuity of leadership during the transaction; they note that certain amounts are contractual and payable regardless of advisory approval. The board recommends a 'for' vote and quantifies obligations and estimates of payments for named executives. Sophisticated evaluators should weigh retention benefits and incentives against potential agency costs and the possibility that management’s interests diverge from minority holders, as the proxy extensively discloses. The vote is advisory only and is not a condition to the closing of the Merger.

4. 4

   Adjournment Proposal

   ManagementBoard: FOR

   Approve the adjournment of the special meeting to a later date(s) to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal or the Holding Company Reorganization Proposal.

   More detail

   The adjournment proposal is a routine procedural request to permit management to adjourn the meeting to solicit additional proxies if the necessary votes are not in hand to approve the Merger Agreement Proposal or the Holding Company Reorganization Proposal. The board recommends a 'for' vote to preserve its ability to extend the meeting and solicit supporting votes; such adjournments are commonly used to achieve statutory vote thresholds and are non-binding on future actions. The proposal is standard in M&A proxy statements and generally seen as a tool to complete the solicitation process, though critics view it as potentially prolonging a contest for shareholder support; the company discloses that approval of the adjournment is not a condition to the Merger.

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When is the Xoma Royalty Corp 2026 annual meeting?

Xoma Royalty Corp (XOMA) holds its 2026 annual shareholder meeting on Monday, July 13, 2026.

Who are the director nominees for Xoma Royalty Corp's 2026 meeting?

The board is presenting 6 director nominees at the Xoma Royalty Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xoma Royalty Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Xoma Royalty Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.