8-K
Xenon Pharmaceuticals Inc. (XENE)
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 4, 2025
XENON PHARMACEUTICALS INC.
(Exact name of Registrant as Specified in Its Charter)
| Canada | 001-36687 | 98-0661854 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 200-3650 Gilmore Way<br><br>Burnaby, British Columbia, Canada | V5G 4W8 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (604) 484-3300
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 <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, without par value | XENE | The Nasdaq Stock Market LLC<br>(The Nasdaq Global 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 4, 2025, Xenon Pharmaceuticals Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, 72,075,729 of the Company’s common shares, or approximately 94.10% of the total common shares entitled to vote, were present or represented by proxies and voted on the following four proposals, each of which is described in more detail in 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 24, 2025 (the “Proxy Statement”):
Proposal One – Election of Directors. The following nominees were elected as directors to serve until the 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified:
| For | Against | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|
| Dawn Svoronos | 66,244,095 | 3,593,715 | 2,237,919 | |||
| Gillian Cannon | 68,942,319 | 895,491 | 2,237,919 | |||
| Steven Gannon | 69,048,114 | 789,696 | 2,237,919 | |||
| Elizabeth Garofalo | 68,942,869 | 894,941 | 2,237,919 | |||
| Justin Gover | 68,866,647 | 971,163 | 2,237,919 | |||
| Patrick Machado | 64,129,706 | 5,708,104 | 2,237,919 | |||
| Ian Mortimer | 69,082,169 | 755,641 | 2,237,919 | |||
| Gary Patou | 68,936,669 | 901,141 | 2,237,919 |
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 | ||||
|---|---|---|---|---|---|---|---|
| 67,252,200 | 2,125,675 | 459,935 | 2,237,919 |
Proposal Three – 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 | ||
|---|---|---|---|---|
| 72,041,362 | 34,367 | 0 |
Proposal Four – 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 | ||||
|---|---|---|---|---|---|---|---|
| 72,040,092 | 24,835 | 10,802 | 0 | ||||
| Item 9.01 | Financial Statements and Exhibits | ||||||
| --- | --- |
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:
| Exhibit Number | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| XENON PHARMACEUTICALS INC. | ||
|---|---|---|
| Date: June 5, 2025 | By: | /s/ Sherry Aulin |
| Sherry Aulin | ||
| Chief Financial Officer |