Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 18, 2017




(Exact name of registrant as specified in its charter)








(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





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


(d) On December 18, 2017, Richard Ranieri was appointed to the Board of Directors (the “Board”) of Xencor, Inc. (the “Company”).


In accordance with the Company’s amended and restated non-employee director compensation policy, Mr. Ranieri is entitled to receive an initial grant consisting of a nonstatutory stock option to purchase 15,000 shares of the Company’s common stock (the “Common Stock”), one-third of which shares will vest on the one year anniversary of the grant date and the balance of the shares will vest in a series of 24 equal monthly installments thereafter, such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. Ranieri’s continuous service through each such vesting date. Mr. Ranieri will also be entitled to receive a $40,000 annual cash retainer for service as director, and will be eligible to receive additional equity compensation in the future. Mr. Ranieri will enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. Ranieri requiring disclosure under Item 404(a) of Regulation S-K.


On December 19, 2017, the Company issued a press release announcing the appointment of Mr. Ranieri to the Board, a copy of which is attached hereto as Exhibit 99.1.


Item 9.01                                           Financial Statements and Exhibits.


(d)                                 Exhibits


Exhibit No.





Press Release of Xencor, Inc. dated December 19, 2017.






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: December 19, 2017








/s/ Bassil I. Dahiyat, Ph.D.




Bassil I. Dahiyat, Ph.D.




President and Chief Executive Officer