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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-24 · 52 added, 28 removed, 155 unchanged (34% of the section changed)

2 unchanged sentences

Our management, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

The term "disclosure controls and procedures,"

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level.

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RSM US LLP, our independent registered public accounting firm, has audited our financial statements for the year ended December 31, 2022 and has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, which is included in Item 8 of this Annual Report.

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Other Information

Not applicable.

On February [23], 2023, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so further amended and restated, the “Bylaws”) to, among other things, update certain procedural requirements relating to director nominations by shareholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities Exchange Act of 1934 (“Rule 14a-19”), which generally requires the use of universal proxy cards in director contests.

The Bylaws also includes certain immaterial conforming, technical and non-substantive changes.

The Bylaws, and the changes implemented thereby, were effective immediately upon adoption by the Board.

As amended and restated, Article II I of the Bylaws provides that a shareholder’s written notice to the Secretary of the corporation in respect of a nomination of one or more persons for election to the Board of Directors must, among other things, (i) comply with the requirements of Rule 14a-19 and (ii) include all information required by Rule 14a-19.

The foregoing summary of the amendments effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.2 to this report and incorporated by reference herein .

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Directors, Executive Officers and Corporate Governance

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The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Executive Compensatio n

Executive Compensation

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

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Notes to Financial Statements

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Financial Statement Schedules.

All schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Financial Statements or notes thereto included in Item 8 of this Annual Report on Form 10-K.

Number Description

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2013).

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2013).

3.2 Second Amended and Restated Bylaws of the Company

4.1 Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No.

5 unchanged sentences

333-191689), originally filed with the SEC on October 11, 2013).

10.2* Xencor, Inc.

2010 Equity Incentive Plan, as amended, and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended (File No.

333-191689), originally filed with the SEC on October 11, 2013).

10.3* Xencor, Inc.

2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended (File No.

333-191689), originally filed with the SEC on October 11, 2013).

10.4* Xencor, Inc.

2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended (File No.

9 unchanged sentences

333-191689), originally filed with the SEC on October 11, 2013).

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10.8* Amended and Restated Change in Control Agreement, dated September 5, 2013, by and between the Company and John J.

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Hoffman-La Roche LTD (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on May 9, 2019).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on November 5, 2019).

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10.22* Employment Agreement dated August 5, 2019 by and between the Company and Celia Eckert (incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K filed with the SEC on February 25, 2020).

3 unchanged sentences

10.24 Third Amendment to Lease, dated April 30, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 5, 2020).

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on November 6, 2020).

10.25 Fourth Amendment to Lease, dated September 30, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on November 6, 2020).

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(incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on August 4, 2021).

Amended and Restated Non-Employee Director Compensation Policy.

10.36† Collaboration and License Agreement, dated October 1, 2021, by and between the Company and Janssen Biotech, Inc.

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10.37 First Amendment to Office Lease, dated May 19, 2022, by and between the Company and PRII High Bluffs LLC and Collins Corporate Center Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on August 3, 2022).

10.38 Second Amendment to Lease, dated August 2, 2022, by and between the Company and AG-LC 465 North Halstead Owner, L.P.

(incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on November 7, 2022).

10.39 Sixth Amendment to Lease, dated November 14, 2022, by and between the Company and 111 Lemon Investors LLC.

10.40 Xencor, Inc.

Amended and Restated Non-Employee Director Compensation Policy.

10.41 Option and License Agreement, dated January 28, 2013, by and between the Company and Alexion Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S 1, as amended (File No.

333 191689), originally filed with the SEC on October 11, 2013).

10.42† First Amendment to Option and License Agreement dated June14, 2019 by and between the Company and Alexion Pharma Holding (as successor to Alexion Pharmaceuticals, Inc.)

10.43† Second Amendment to Option and License Agreement dated November 28, 2022 by and between the Company and Alexion Pharma International Operations Limited (as successor to Alexion Pharmaceuticals, Inc.).

23.1 Consent of Independent Registered Public Accounting Firm (RSM US LLP).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________

† We have received confidential treatment for certain portions of this agreement, which have been omitted and filed separately with the SEC pursuant to Rule 406 under the Securities Act of 1933, as amended.

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Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 24, 2023

/s/ Bassil I.

Dahiyat, Ph.D.

/s/ B ASSIL I.

D AHIYAT , P H .D.

Dahiyat, Ph.D.

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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 Company and in the capacities and on the dates indicated.

Signature Title Date

/s/ B ASSIL I.

D AHIYAT , P H .D.

Director, President & Chief Executive Officer (Principal Executive Officer)

February 24, 2022

Director, President & Chief Executive Officer (Principal Executive Officer) February 24, 2023

Dahiyat, Ph.D.

Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

February 24, 2022

Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) February 24, 2023

B RUCE M ONTGOMERY , M.D.

February 24, 2022

Director February 24, 2023

Bruce Montgomery, M.D.

/s/ K URT G USTAFSON

February 24, 2022

Director February 24, 2023

Kurt Gustafson

/s/ Y UJIRO S.

February 24, 2022

/s/ K EVIN C.

G ORMAN , P H .D.

February 24, 2022

Director February 24, 2023

Gorman, Ph.D.

/s/ R ICHARD R ANIERI

February 24, 2022

Director February 24, 2023

Richard Ranieri

1 unchanged sentence

F EIGAL , M.D.

February 24, 2022

Director February 24, 2023

/s/ D AGMAR R OSA -B JORKESON

February 24, 2022

Director February 24, 2023

Dagmar Rosa-Bjorkeson

/s/ N ANCY V ALENTE

Director February 24, 2023

Nancy Valente

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.

What changed 10-K

Item 9A. Controls and Procedures