XOMA Corporation (XOMA) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, equity plan amendments, and executive compensation.

• Proxy materials and annual report are available online, with a focus on reducing paper and mailing costs.

• Shareholders of record as of March 25, 2026, are eligible to vote; quorum requires a majority of voting power.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Approval of amendment and restatement of the 2010 Long Term Incentive and Stock Award Plan, increasing share pool by 425,000 shares and extending plan term to 2036.

• Approval of the 2026 Employee Stock Purchase Plan, authorizing 500,000 shares for issuance.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by November 30, 2026.

Board of directors and corporate governance

• Board consists of seven members with diverse backgrounds; 42% female, 14% racially/ethnically diverse, 14% LGBTQ+.

• Chairman is independent; CEO and Chairman roles are separated.

• All directors attended at least 75% of meetings in 2025.

• Four standing committees: Audit, Compensation, Nominating & Governance, and Transaction.

• Insider trading policy prohibits hedging, short sales, and pledging of company stock.