25 unchanged sentences
We have a written code of conduct that applies to all of our directors, officers and employees.
−Removed: A copy of the most up-to-date version of our code of conduct is available within the “Investors” section on our company website located at http://www.xenon-pharma.com and on SEDAR at www.sedar.com .
+Added: A copy of the most up-to-date version of our code of conduct is available within the “Investors” section on our company website located at http://www.xenon-pharma.com and on SEDAR+ at www.sedarplus.ca .
We will post amendments to our code of conduct or waivers of the same for directors and executive officers on the “Investors” section on our website located at https://www.xenon-pharma.com .
−Removed: During the three months ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
+Added: During the three months ended December 31, 2024, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," each as defined in Item 408 of Regulation S-K.
+Added: Adoption of 2025 Inducement Plan
+Added: On February 27, 2025, the Board of Directors of the Company approved the 2025 Inducement Equity Incentive Plan (the "2025 Inducement Plan").
+Added: Pursuant to the terms of the 2025 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock units, restricted stock, and performance awards as an inducement material to individuals being hired, or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries.
+Added: The Company has reserved 775,000 common shares for issuance under the 2025 Inducement Plan.
+Added: In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek approval of the 2025 Inducement Plan by its shareholders.
+Added: The foregoing is a brief description of the material terms of the 2025 Inducement Plan and is qualified in its entirety by reference to the full text of the 2025 Inducement Plan filed as an exhibit to this Annual Report on Form 10-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by Item 10 of Form 10-K is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.
+Added: The information required by Item 10 of Form 10-K, including discussion of our Insider Trading Policy under the heading "Insider Trading Policies," is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.
Executive Compensation
34 unchanged sentences
Amended and Restated 2014 Equity Incentive Plan and form of share option agreement used thereunder.
+Added: Amended and Restated 2014 Equity Incentive Plan and form of share option agreement used thereunder.
Form of Director and Executive Officer Indemnification Agreement.
10 unchanged sentences
January 14, 2021
−Removed: Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin.
−Removed: January 14, 2021
Description of Document
Incorporated by Reference
+Added: Employment Agreement, dated January 13, 2021, by and between the Company and Sherry Aulin.
+Added: January 14, 2021
Employment Agreement, dated August 18, 2021, by and between the Company and Christopher Kenney.
19 unchanged sentences
January 14, 2021
−Removed: Termination Agreement, dated August 6, 2021, by and among Xenon Pharmaceuticals Inc., Genentech, Inc.
−Removed: Hoffmann-La Roche Ltd.
−Removed: August 11, 2021
Share Purchase Agreement, dated as of September 8, 2021, by and between Xenon Pharmaceuticals Inc.
16 unchanged sentences
March 14, 2023
−Removed: Description of Document
−Removed: Incorporated by Reference
Consent to Alterations Agreement between Redstone Enterprises Ltd.
1 unchanged sentence
August 9, 2023
+Added: Description of Document
+Added: Incorporated by Reference
Consent to Alterations Agreement between Redstone Enterprises Ltd.
and Xenon Pharmaceuticals Inc., effective August 16, 2023.
+Added: February 29, 2024
Employment Agreement, dated December 15, 2023, by and between the Company and James Empfield.
+Added: February 29, 2024
+Added: Form of Performance Share Award Agreement
+Added: Letter Agreement, dated January 15, 2025, by and between the Company and Christopher Von Seggern.
+Added: Consulting Agreement, dated January 17, 2025, by and between the Company and Christopher Von Seggern.
+Added: 2025 Inducement Equity Incentive Plan and related form agreements.
+Added: Post-Employment Consulting Agreement, dated February 27, 2025, by and between the Company and Sherry Aulin.
+Added: Insider Trading Policy.
List of Subsidiaries of the Company.
7 unchanged sentences
Clawback Policy, effective as of October 2, 2023.
+Added: February 29, 2024
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
15 unchanged sentences
POWER OF ATTORNEY
−Removed: Each person whose signature appears below hereby constitutes and appoints Simon Pimstone, Ian Mortimer and Sherry Aulin, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Xenon Pharmaceuticals Inc.) to sign any and all amendments and supplements to this report, and any and all other instruments necessary or incidental in connection herewith, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.
+Added: Each person whose signature appears below hereby constitutes and appoints Dawn Svoronos, Ian Mortimer and Sherry Aulin, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Xenon Pharmaceuticals Inc.) to sign any and all amendments and supplements to this report, and any and all other instruments necessary or incidental in connection herewith, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
5 unchanged sentences
February 27, 2025
−Removed: /s/ Simon Pimstone
+Added: /s/ Dawn Svoronos
Chair of the Board of Directors
February 27, 2025
−Removed: Simon Pimstone
−Removed: /s/ Mohammad Azab
−Removed: February 29, 2024
−Removed: Mohammad Azab
+Added: Dawn Svoronos
/s/ Gillian Cannon
14 unchanged sentences
February 27, 2025
−Removed: /s/ Dawn Svoronos
−Removed: February 29, 2024
−Removed: Dawn Svoronos
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.