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CTMX > SEC Filings for CTMX > Form 8-K on 13-Jun-2016All Recent SEC Filings

Show all filings for CYTOMX THERAPEUTICS, INC.



Change in Directors or Principal Officers, Submission of Matters to a V

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 10, 2016, John A. Scarlett, MD, was appointed to the Board of Directors (the "Board") of CytomX Therapeutics, Inc., a Delaware corporation (the "Company"), effective immediately. The Board has not yet determined the committees on which Dr. Scarlett will serve.

Dr. Scarlett will receive the Company's standard non-employee director compensation as described under "Director Compensation" in the Company's proxy statement for its 2016 annual meeting of stockholders filed with the Securities and Exchange Commission on April 28, 2016. The Company is entering into an indemnification agreement with Mr. Scarlett, the form of which was filed as Exhibit 10.16 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 28, 2015.

There have not been any transactions since the beginning of the Company's last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Dr. Scarlett had or will have a direct or indirect material interest. There are no arrangements or understandings between Dr. Scarlett and the Company or any other persons pursuant to which Dr. Scarlett was appointed as a director of the Company.

On June 13, 2016, the Company issued a press release announcing the appointment of Dr. Scarlett, which is filed herewith as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting, the following actions were taken. The proposals below are described in detail in the Company's definitive proxy statement dated April 28, 2016 for the Annual Meeting.

Proposal No. 1

The nominee for election as director, for a term to expire at the Company's 2019
Annual Meeting of Stockholders, was elected based upon the following vote:

        Nominee                 For           Against        Abstain       Non-Votes

        Sean A. McCarthy    24,175,914        265,737         11,062       1,633,945

Proposal No. 2

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 was approved based upon the following votes:

For Against Abstain 26,071,259 2,941 12,458

Proposal No. 3

The proposal to adopt and approve the Company's Annual Incentive Plan was approved based upon the following votes:

For Against Abstain Broker Non-Votes 24,428,282 9,242 15,189 1,633,945

Proposal No. 4

The proposal to approve the performance measures included in the Company's 2015 Equity Incentive Plan was approved based upon the following votes:

For Against Abstain Broker Non-Votes 22,977,157 1,460,368 15,188 1,633,945

Item 9.01 Financial Statements and Exhibits.


No. Description

99.1 Press Release of CytomX Therapeutics, Inc., dated June 13, 2016

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