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): March 18, 2015

 

 

XENCOR, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36182

 

20-1622502

(State of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

111 West Lemon Avenue

Monrovia, California 91016

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (626) 305-5900

 

 

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 Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


 

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

 

(d)                                 Effective as of March 18, 2015, the Board of Directors (the “Board”) of Xencor, Inc. (the “Company”) appointed A. Bruce Montgomery, M.D. as a director of the Company.

 

In connection with Dr. Montgomery’s appointment, the Company granted to Dr. Montgomery an option to purchase shares of the Company’s common stock pursuant to the Company’s 2013 Equity Incentive Plan under its current compensation practice for newly appointed non-employee directors. Dr. Montgomery will receive a cash retainer consistent with the Company’s current compensation practice for non-employee directors. The Company also anticipates that Dr. Montgomery will enter into the Company’s standard indemnification arrangement for officers and directors of the Company, the form of which is attached as Exhibit 10.1 to our Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the Securities and Exchange Commission on October 11, 2013.

 

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SIGNATURES

 

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

 

 

 

 

Date: March 19, 2015

XENCOR, INC.

 

 

 

 

By:

/s/ Lloyd A. Rowland

 

 

Lloyd A. Rowland

 

 

Senior Vice President and General Counsel

 

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