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XOMA Royalty Corp Proxy Solicitation & Information Statement 2021

Apr 8, 2021

33020_rns_2021-04-08_bda8313a-4b7f-4ca2-9422-2689d3ca5eed.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d155502ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

XOMA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which the transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of the transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Your Vote Counts!
XOMA
CORPORATION 2021
Annual Meeting Vote by May 18, 2021 11:59 PM ET. For shares held in a Plan, vote by May 17, 2021 11:59 PM ET.
XOMA
CORPORATION ATTN: THOMAS BURNS 2200 POWELL STREET, SUITE 310 EMERYVILLE, CA 94608
D40164-P52557

You invested in XOMA CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 19, 2021.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 5, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

  • Please check the meeting materials for any special requirements for meeting attendance.

V1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

| Voting Items — 1. | To elect directors, as recommended for nomination by the XOMA Nominating and Corporate
Governance Committee; Nominees: | | | Board Recommends |
| --- | --- | --- | --- | --- |
| | 01) James R. Neal | 04) Jack L. Wyszomierski | 07) Natasha Hernday | For |
| | 02) W. Denman Van Ness | 05) Matthew D. Perry | | |
| | 03) Joseph M. Limber | 06) Barbara Kosacz | | |
| 2. | To ratify the selection by the Audit Committee of
the Board of Deloitte & Touche LLP as the independent registered public accounting firm of XOMA for its fiscal year ending December 31, 2021; | | | For |
| 3. | To approve an amendment to the Company’s
Certificate of Incorporation to increase the authorized number of shares of Preferred Stock from 1,000,000 to 11,000,000 shares; and | | | For |
| 4. | To transact such other business as may
properly come before the annual meeting or any adjournment. | | | |

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D40165-P52557