{"url_path":"/sec/ctmx/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1501989/0001193125-26-277631-index.html","accession_number":"0001193125-26-277631","cik":"0001501989","ticker":"CTMX","issuer_name":"CytomX Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1501989/0001193125-26-277631-index.html","primary_entity_key":"0001501989","primary_entity_name":"CytomX Therapeutics, Inc."},"word_count":316,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 17, 2026, stockholders of CytomX Therapeutics, Inc. (the “Company”) approved at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) an amendment (the “2015 Plan Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) and an amendment (the “ESPP Amendment”) to the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”).\n\nThe 2015 Plan Amendment amends the 2015 Plan to increase the number of shares authorized for issuance thereunder by 6,500,000 shares. The 2015 Plan Amendment was adopted by the Company’s board of directors (the “Board”) in March 2026 and became effective on the date of stockholder approval.\n\nThe terms of the 2015 Plan Amendment are described in the section entitled “Proposal 4: Approval of the Amendment to our Amended and Restated 2015 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Proxy Statement”).\n\nThe ESPP Amendment amends the ESPP to increase the number of shares authorized for issuance thereunder by 1,000,000 shares. The ESPP Amendment was adopted by the Board in March 2026 and became effective on the date of stockholder approval.\n\nThe terms of the ESPP Amendment are described in the section entitled “Proposal 5: Approval of the Amendment to our Amended and Restated Employee Stock Purchase Plan” in the Proxy Statement.\n\nThe foregoing descriptions of the 2015 Plan Amendment and the ESPP Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text thereof. Copies of the 2015 Plan and the ESPP, as amended to reflect the 2015 Plan Amendment and the ESPP Amendment, respectively, are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference."}