ThZeal - The Zeal

Date: June 23, 2020

CYTOMX THERAPEUTICS, INC.

/s/ Lloyd Rowland

Lloyd Rowland

Senior Vice President and General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2020

CYTOMX THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37587

27-3521219

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

151 Oyster Point Blvd.

Suite 400

South San Francisco, CA

94080

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 515-3185

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001

CTMX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 23, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) of its Amended and Restated Certificate of Incorporation (the “Charter”) to increase the authorized number of shares of the Company’s common stock from 75,000,000 to 150,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at the Annual Meeting on June 17, 2020, as described below under Item 5.07.

A copy of the Charter Amendment is attached to this report as Exhibit 3.1.

Item 5.07

Submission of Matters to a Vote of Security Holders.

CytomX Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2020. On the April 20, 2020 record date, there were 45,922,598 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.

At the Annual Meeting, 39,889,358 shares of the Company’s common stock were voted online or by proxy for the four proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2020.

Proposal 1. The Company’s stockholders elected the Class II director nominees below to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or the earlier of their death, resignation or removal.


NOMINEE	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Frederick W. Gluck		22,174,079		12,368,449		18,072		5,328,758
Matthew P. Young		33,809,571		728,829		22,200		5,328,758
Elaine V. Jones, Ph.D.		26,154,800		8,386,022		19,778		5,328,758

Proposal 2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

39,691,825

168,723

28,810

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The approval to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of authorized common stock from 75,000,000 to 150,000,000:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
38,754,756	1,123,652	10,950	0

Proposal 4. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
33,982,373	557,668	20,559	5,238,758

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit No.		Description

	3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of CytomX Therapeutics, Inc.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)