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    Xilio Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/12/25 4:30:19 PM ET
    $XLO
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $XLO alert in real time by email
    0001840233false00018402332025-06-102025-06-10

    ​

    ​

    UNITED STATES 

    SECURITIES AND EXCHANGE COMMISSION 

    WASHINGTON, D.C. 20549

    FORM 8-K

    ​

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    ​

    Date of report (Date of earliest event reported): June 10, 2025

    Xilio Therapeutics, Inc.

    (Exact Name of Registrant as Specified in Charter)

    ​

    Delaware

       

    001-40925

       

    85-1623397

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

    ​

    ​

    ​

    828 Winter Street, Suite 300

    Waltham, Massachusetts

       

    02451

    (Address of Principal Executive Offices)

     

    (Zip Code)

    ​

    Registrant’s telephone number, including area code: (857) 524-2466

    ​

    Not applicable

    (Former Name or Former Address, if Changed Since Last Report)

    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):

    ​

    ☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ​

    ☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ​

    ☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ​

    ☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    ​

    Securities registered pursuant to Section 12(b) of the Act:

    ​

    ​

    ​

    ​

    ​

    Title of each class

       

    Trading symbol(s)

       

    Name of each exchange

    on which registered

    Common stock, par value $0.0001 per share

     

    XLO

     

    Nasdaq Global Select Market

    ​

    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  ☒

    ​

    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. ☐

    ​

    ​

    ​

    ​

    ​

    ​

    Item 5.07. Submission of Matters to a Vote of Security Holders.

    ​

    On June 10, 2025, Xilio Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders. The following is a summary of the matters voted on at that meeting and the results of the votes on such matters.

    ​

    1.The Company’s stockholders elected René Russo, Pharm.D., Sara M. Bonstein and James Shannon, M.D., as Class I directors, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows:

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    Votes For

    ​

    Votes Withheld

    ​

    Broker Non-Votes

    René Russo, Pharm.D.

    32,464,510

    ​

    104,030

    ​

    8,264,684

    Sara M. Bonstein

    32,388,226

    ​

    180,314

    ​

    8,264,684

    James Shannon, M.D.

    30,983,960

    ​

    1,584,580

    ​

    8,264,684

    ​

    2.The Company’s stockholders approved the amendment to the Company’s restated certificate of incorporation (as amended from time to time, the “Certificate of Incorporation”) to increase the total number of authorized shares of the Company’s common stock from 200,000,000 to 600,000,000 shares (the “Share Increase Amendment”). The results of the stockholders’ vote with respect to such approval were as follows:

    ​

    Votes For

    ​

    Votes Against

    ​

    Votes Abstaining

    38,842,439

    ​

    1,891,703

    ​

    99,082

    ​

    The Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 10, 2025 to effect the Share Increase Amendment.

    3.The Company’s stockholders approved the amendment to the Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation (the “Officer Exculpation Amendment”). The results of the stockholders’ vote with respect to such approval were as follows:

    ​

    ​

    ​

    ​

    ​

    Votes For

    ​

    Votes Against

    ​

    Votes Abstaining

    ​

    Broker Non-Votes

    32,301,484

    ​

    219,938

    ​

    47,118

    ​

    8,264,684

    ​

    The Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 10, 2025 to effect the Officer Exculpation Amendment.

    4.The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:

    ​

    ​

    ​

    ​

    ​

    ​

    Votes For

    ​

    Votes Against

    ​

    Votes Abstaining

    40,708,269

    ​

    90,955

    ​

    34,000

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    ​

    SIGNATURES

    ​

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ​

    XILIO THERAPEUTICS, INC.

     

     

     

    Date: June 12, 2025

    By:

    /s/ Caroline Hensley

     

     

    Caroline Hensley

     

     

    Chief Legal Officer

    ​

    ​

    ​

    ​

    ​

    ​

    Get the next $XLO alert in real time by email

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