XENCOR, INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Dr. A. Bruce Montgomery

XENCOR, INC.’s own tally for this item (“Elect Director: Dr. A. Bruce Montgomery”): 61,202,390 for, 2,981,826 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 35,868,719 for, 1,379,526 withheld, 2 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Dr. Barbara Klencke

XENCOR, INC.’s own tally for this item (“Elect Director: Dr. Barbara Klencke”): 62,638,045 for, 1,546,171 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 36,729,999 for, 518,246 withheld, 1 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Dr. Bassil I. Dahiyat

XENCOR, INC.’s own tally for this item (“Elect Director: Dr. Bassil I. Dahiyat”): 63,855,868 for, 328,348 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,240,316 for, 7,931 withheld, 0 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Dr. Ellen G. Feigal

XENCOR, INC.’s own tally for this item (“Elect Director: Dr. Ellen G. Feigal”): 63,164,762 for, 1,019,454 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,231,031 for, 17,215 withheld, 1 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Dr. Kevin C. Gorman

XENCOR, INC.’s own tally for this item (“Elect Director: Dr. Kevin C. Gorman”): 63,783,279 for, 400,937 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,240,316 for, 7,931 withheld, 0 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Mr. Kurt A. Gustafson

XENCOR, INC.’s own tally for this item (“Elect Director: Mr. Kurt A. Gustafson”): 61,133,003 for, 3,051,213 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 35,797,529 for, 1,450,716 withheld, 2 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Mr. Richard J. Ranieri

XENCOR, INC.’s own tally for this item (“Elect Director: Mr. Richard J. Ranieri”): 63,039,104 for, 1,145,112 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,231,031 for, 17,215 withheld, 1 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.

Description as filed by funds: To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified: Mr. Todd E. Simpson

XENCOR, INC.’s own tally for this item (“Elect Director: Mr. Todd E. Simpson”): 64,122,708 for, 61,508 withheld, per its Form 8-K filed June 13, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors The Company's stockholders elected the eight persons listed below as directors, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 99.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,240,316 for, 7,931 withheld, 0 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 against.

Description as filed by funds: To approve the proposed amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance thereunder by 3,000,000 shares;

XENCOR, INC.’s own tally for this item (“3. Approval of the Amendment and Restatement of the Xencor, Inc. 2023 Equity Incentive Plan to Increase the Number of Authorized Shares Available for Issuance thereunder by 3,000,000 Shares”): 49,263,095 for, 14,898,697 against — passed, per its Form 8-K filed June 13, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of the Amendment and Restatement of the Xencor, Inc. 2023 Equity Incentive Plan to Increase the Number of Authorized Shares Available for Issuance thereunder by 3,000,000 Shares The Company's stockholders approved the amendment and restatement of the Xencor, Inc. 2023 Equity Incentive Plan…”
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of XENCOR, INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 68 asset managers below reported 33,767,463 for, 3,374,263 against, 7,931 abstained.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, as disclosed in the accompanying Proxy Statement;

XENCOR, INC.’s own tally for this item (“4. Advisory Vote on the Compensation of the Company's Named Executive Officers”): 62,837,866 for, 1,313,362 against — passed, per its Form 8-K filed June 13, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Advisory Vote on the Compensation of the Company's Named Executive Officers The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of its named executive officers as disclosed in the Proxy Statement.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 36,591,047 for, 649,269 against, 7,931 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 173 managers: 44,898,343 for, 1,099,014 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

XENCOR, INC.’s own tally for this item (“2. Ratification of the Selection of Independent Registered Public Accounting Firm”): 66,996,453 for, 285,976 against — passed, per its Form 8-K filed June 13, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of the Selection of Independent Registered Public Accounting Firm The Company's stockholders ratified the selection by the Audit Committee of the Board of Directors of KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 70 managers: 37,240,031 for, 285 against, 7,931 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 380,200 for.