XENE Xenon Pharmaceuticals Inc. - 8-K

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

As discussed in Item 5.07 below, upon the recommendation of the Board of Directors (the “Board”) of Xenon Pharmaceuticals Inc. (the “Company"), the shareholders of the Company, at the Company's annual meeting of shareholders held on June 2, 2026 (the “Annual Meeting”), approved the Xenon Pharmaceuticals Inc. 2026 Equity Incentive Plan (the “2026 Plan”), to replace the Amended and Restated Xenon Pharmaceuticals Inc. 2014 Equity Incentive Plan. A summary of the principal features of the Plan is set forth under Item 5 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission and the securities commissions in British Columbia, Alberta and Ontario on or after April 22, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing is a summary of the material terms of the 2026 Equity Incentive Plan and is qualified in its entirety by reference to the full text of the 2026 Equity Incentive Plan filed as an exhibit to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, 90,399,636.29 of the Company’s common shares, or approximately 93.54% of the total common shares entitled to vote, were present or represented by proxies and voted on the following proposals, each of which is described in more detail in the Proxy Statement:

Proposal One – Election of Directors . The following nominees were elected as directors to serve until the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified:

For

Against

Broker

Non-Votes

Dawn Svoronos

82,475,281.53

4,517,221.65

3,407,133.11

Gillian Cannon

84,844,120.53

2,148,382.65

3,407,133.11

Steven Gannon

86,149,107.53

843,395.65

3,407,133.11

Elizabeth Garofalo

84,808,573.53

2,183,929.65

3,407,133.11

Justin Gover

86,290,281.53

702,221.65

3,407,133.11

Patrick Machado

86,603,916.53

388,586.65

3,407,133.11

Ian Mortimer

86,524,582.53

467,920.65

3,407,133.11

Gary Patou

86,114,511.53

877,991.65

3,407,133.11

Proposal Two – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”). The compensation of the Company’s named executive officers, on an advisory basis, was approved as follows:

For

Against

Abstain

Broker Non-Votes

82,156,320.53

4,769,025.65

67,157.00

3,407,133.11

Proposal Three – Advisory Vote on Frequency of Say-on-Pay. The frequency of advisory votes on the compensation of the Company’s named executive officers, on an advisory basis, was approved as follows:

1 Year

2 Year

3 Year

Abstain

Broker Non-Votes

86,918,084.18

2,360.00

43,281.00

28,778.00

3,407,133.11

Proposal Four – 2026 Equity Incentive Plan. The Company's 2026 Equity Incentive Plan was approved as follows:

For

Against

Abstain

Broker Non-Votes

58,579,810.00

27,570,443.18

842,250.00

3,407,133.11

Proposal Five – Appointment of Auditor. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the ensuing year was approved as follows:

For

Withheld

Broker Non-Votes

90,371,967.64

27,668.65

0.00

Proposal Six – Remuneration of Auditor. The authority of the audit committee of the Board to set the remuneration of the auditor for the ensuing year was approved as follows:

For

Against

Abstain

Broker Non-Votes

90,370,029.64

2,369.65

27,237.00

0.00

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number

Description

10.1

2026 Equity Incentive Plan and related form agreements.

104

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