📰 What This Document Is 📑

This is a Preliminary Proxy Statement (PRE 14A), which is a crucial document filed with the SEC. Think of it as the official rulebook for the company’s annual shareholder meeting. It's not a financial report, but rather a detailed guide explaining exactly what shareholders will be voting on.

👉 Key Takeaway: This document provides the necessary information and the "ask" for the 2026 Annual Meeting of Stockholders, which is scheduled for June 17, 2026, at 1:30 p.m. Pacific Time.

The meeting is being held entirely online, and stockholders can vote via proxy, which means you don't necessarily have to attend the meeting to cast your vote.

🏢 CytomX's Business Overview 🧬

CytomX Therapeutics, Inc. is a biopharmaceutical company focused on developing therapies for various diseases. While the proxy statement does not detail specific drug pipelines, its entire structure is dedicated to governance and corporate structure, signaling that the company is in an operational phase that requires significant financial flexibility.

👉 In simple terms: CytomX operates in the highly competitive life sciences industry. Because the industry requires large amounts of capital for research and development (R&D), the company constantly needs to update its corporate structure to ensure it has enough funds and the ability to attract top scientific talent.

📅 Key Dates, Logistics, and Voting Rules 🕰️

Since this is a proxy statement, the voting logistics are the most important details. Understanding who can vote, when, and how is critical to ensuring your vote counts.

• Record Date: Stockholders must be of record at the close of business on April 20, 2026, to be entitled to vote.
• Meeting Date/Time: The 2026 Annual Meeting of Stockholders will be held on June 17, 2026, at 1:30 p.m. Pacific Time.
• Virtual Access: The meeting is held online at www.virtualshareholdermeeting.com/CTMX2026. To access the live webcast, you need your unique 16-digit control number.
• Voting Deadline: To count, votes must be received by 11:59 p.m. Eastern Time, on June 16, 2026.
• Voting Method: Stockholders can vote by proxy via the Internet (www.proxyvote.com), by phone, or by mail.
• Voting Power: You have one vote for every share of common stock you owned as of April 20, 2026.

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🗳️ Proposed Changes to the Company's Structure (Proposals 3 & 4) ⚙️

The first two proposals concern increasing the size of the company's share pool. These proposals directly impact the corporate financial flexibility and are arguably the most important for the company's long-term growth strategy.

Proposal 3: Increasing Authorized Shares (300M to 600M)

The Board proposes a Charter Amendment to increase the total number of authorized common shares from 300,000,000 to 600,000,000 shares. This increase allows the company to have an additional 300 million shares available for future use.

• Why it matters: The Board argues that this increased flexibility is vital for survival and growth. The company’s growth strategy—which depends on drug development—requires the ability to raise capital and execute large transactions (like mergers or acquisitions) in a timely manner.
• Specific uses for new shares:
  • Future Capital-Raising: Having more available shares means the company can quickly issue stock if it needs to fund drug development or clinical trials.
  • Strategic Transactions: It provides flexibility to use shares as consideration in potential partnerships or acquisitions.
  • Equity Compensation: It is necessary for attracting and retaining specialized talent in the highly competitive biotech industry.
• The Risk: The Board warns that if the proposal fails, the company's available share reserve is much smaller (82,306,122 shares as of March 31, 2026). This limitation could prevent the company from capitalizing on time-sensitive growth opportunities.

Proposal 4: Amending the Equity Incentive Plan (Increasing Shares)

The Board requests approval to amend the 2015 Equity Incentive Plan, increasing the available share reserve by an additional 6,500,000 shares. This moves the reserve from 1,711,325 shares to 8,211,325 shares.

• Why it matters: This is another critical step to fund human capital. The Board stated that the current reserve is insufficient for meeting operational needs over the next one to two years.
• Compensation Philosophy: The Board frames equity awards as essential for attracting and retaining key employees, directors, and consultants. By granting these shares, the company aligns the interests of its employees with those of the stockholders.
• Key Caution: The Board acknowledges that any increase in authorized shares will dilute existing stockholders' percentage ownership, and the precise impact on voting power and earnings per share depends on the price at which the shares are issued in the future.

💰 Routine Corporate Approvals (Proposals 2 & 5) 🔎

These proposals involve standard corporate maintenance and compliance.

Proposal 2: Ratifying the Independent Accounting Firm

The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and asks shareholders to ratify this selection.

• Process: While stockholder ratification is not legally required, the Audit Committee considers it a matter of "good corporate practice."
• Fees: The annual fees reflect the cost of auditing and tax consultation.
  • Total Fees for 2025: $1,927,768
  • Total Fees for 2024: $1,879,683
• What it means: This vote simply approves the firm that will examine the company's books for the upcoming fiscal year.

Proposal 5: Amending the Employee Stock Purchase Plan

This proposal requests approval to amend the Amended and Restated Employee Stock Purchase Plan. While the details are limited in the provided text, this vote relates to increasing the pool of shares available for employees to purchase, which is another form of compensation and employee incentive.

👔 Executive Compensation and Governance (Proposals 6 & 7) 👤

These proposals relate to how the company pays its top management. Since the compensation of named executive officers can be highly controversial, the board includes these as non-binding advisory votes.

Proposal 6: Advisory Vote on Executive Compensation

Shareholders are asked to vote on approving the compensation of the company's named executive officers.

• Nature of the Vote: This is explicitly designated as a non-binding, advisory vote. This means that even if the vote fails, the Board and Compensation Committee are not legally prevented from paying the executives what they deem appropriate.
• Significance: Although non-binding, the outcome is highly significant because the Compensation Committee and the Board state they will consider the outcome of this vote when determining future compensation.

Proposal 7: Advisory Vote on Vote Frequency

This proposal asks stockholders to vote on the frequency of future advisory votes regarding executive pay. Shareholders can vote for "1 Year," "2 Years," or "3 Years."

• Nature of the Vote: Again, this is an advisory vote and is non-binding.
• Goal: The Board is seeking to gauge shareholder preference on how often they would like to be asked to approve executive compensation in the future.

🏛️ Board & Corporate Roles (Proposals 1, 2, 3 Summaries) 🧑‍⚖️

The first proposal asks for the election of directors.

Proposal 1: Election of Directors

The Board currently has eight directors and proposes electing two directors whose terms are expiring at the 2026 Annual Meeting: Matthew P. Young and Elaine V. Jones, Ph.D.

• The Recommendation: The Board of Directors unanimously recommends a vote “FOR” the election of both nominated directors.
• Expert Background: The directors present have deep, highly specialized expertise in the life sciences and biotechnology sectors.
  • Matthew P. Young: Has extensive experience in investment banking (Barclays Capital, Citigroup, Lehman Brothers) and serving as CFO/COO for major pharma companies (Jazz Pharmaceuticals, GRAIL).
  • Elaine V. Jones, Ph.D.: Brings expertise from venture capital and pharmaceuticals, having served on the boards of numerous biotech and pharma companies, and has deep knowledge of pharmaceutical drug development.
  • Others: The board also includes directors with specific commercial (James R. Meyers, who led launches at Gilead Sciences) and legal/operational expertise (Halley Gilbert, Chief Legal Officer experience).

💻 Company Operations and Administration ⚙️

These sections provide the practical details of the meeting logistics and governance.

🌐 Corporate Governance and Voting Mechanics ⚖️

The Proxy Statement dedicates significant space to technical governance rules, which explain how a vote is counted and what counts as a quorum.

• Quorum Requirement: To take any action at the meeting, a quorum is needed—meaning the presence (online or by proxy) of the holders of a majority of the outstanding shares entitled to vote.
• Voting Counts: For most proposals, "For" votes, "Against" votes, and abstentions are counted.
• Broker Non-Votes: A critical distinction is made between "routine" and "non-routine" proposals.
  • Routine Proposals (like Proposal 2 and 3) are expected to receive votes from broker nominees.
  • Non-Routine Proposals (like Proposal 1, 4, 5, 6, and 7) may receive broker non-votes if the shareholder does not give explicit instructions, which means the vote count might be lower.
• What if nothing is marked? If a shareholder returns a proxy card without marking any selections, the proxy will default to voting "For" all routine proposals (Director election, Audit Firm ratification, and Charter Amendment).

📞 Contact Information and Resources ℹ️

For shareholders and interested parties, the following contacts and resources are provided:

• Principal Executive Offices: 151 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080.
• Secretary: Care of CytomX Therapeutics, Inc.
• General Inquiries/Support (During Meeting): Log in at www.virtualshareholdermeeting.com/CTMX2026.
• Online Proxy Materials: www.proxyvote.com
• Email/Physical Mailing Contact: For questions or to request printed copies, the Secretary can be contacted.

🧠 The Analogy 🏛️

Voting on a proxy statement is like being invited to vote on the operating budget and rules of a private club. You are not just voting on who the new president should be (the directors); you are also voting to allow the treasurer (the company) to get a bigger checking account (the increased authorized shares) so they can afford the huge, unexpected expenditures needed for the club's grand reopening (R&D and M&A). The document details all the procedural steps—the meeting time, the vote deadline, and the specific motions—to ensure the club runs smoothly and can afford its next big venture.

🧩 Final Takeaway ✨

This Proxy Statement is a comprehensive governance checklist. While the document is dense with rules, the core message is that CytomX needs shareholder approval to increase its authorized shares and update its incentive plans to maintain the financial flexibility necessary to pursue future, high-risk biopharmaceutical development opportunities.