Xilio Seeks Shareholder Nod for Option Repricing, New Stock Plan

Ticker: XLO · Form: DEF 14A · Filed: Oct 20, 2025 · CIK: 1840233

Sentiment: neutral

Topics: Equity Compensation, Stock Options, Proxy Statement, Shareholder Meeting, Corporate Governance, Biotechnology, Employee Retention

Related Tickers: XLO

TL;DR

**XLO is asking shareholders to re-up employee incentives; vote FOR to keep talent, or risk a brain drain.**

AI Summary

Xilio Therapeutics, Inc. (XLO) is holding a special meeting on November 21, 2025, to seek stockholder approval for two critical compensation-related proposals: a one-time repricing of certain outstanding employee stock options and the adoption of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan. The board of directors unanimously recommends a 'FOR' vote on both proposals, emphasizing their importance for employee retention and future equity incentives. The company is utilizing a 'full set delivery' method for proxy materials, distributing paper copies and providing online access via www.proxyvote.com. Stockholders of record as of October 15, 2025, are eligible to vote, with 51,830,450 shares of common stock outstanding. The meeting will be held virtually at www.virtualshareholdermeeting.com/XLO2025SM. These proposals are crucial for Xilio's ability to attract and retain talent in the competitive biotechnology sector, directly impacting its strategic outlook and operational stability.

Why It Matters

This DEF 14A filing is critical for Xilio Therapeutics as it directly impacts employee morale and retention, especially in the highly competitive biotech industry where equity compensation is a key differentiator. Approving the option repricing could re-incentivize employees whose existing options are underwater, while the new 2025 Stock Incentive Plan ensures the company has sufficient equity to attract new talent and reward performance. For investors, these proposals represent potential dilution but are framed as necessary for long-term value creation by securing human capital. Failure to approve could hinder Xilio's ability to compete for top scientific and executive talent, potentially slowing drug development and market positioning.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals aim to retain talent, they also introduce potential dilution for existing shareholders through option repricing and a new stock incentive plan. The filing does not specify the extent of the repricing or the total shares allocated to the new plan, making the exact dilutive impact unclear. However, the board's unanimous recommendation suggests these measures are deemed necessary for operational continuity and competitive positioning.

Analyst Insight

Investors should carefully review the full details of the option repricing and the 2025 Stock Incentive Plan, particularly the number of shares involved, to assess potential dilution. Vote 'FOR' if you believe retaining key talent outweighs the immediate dilutive impact and is essential for Xilio's long-term success in the biotech space.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of Xilio Therapeutics' special meeting on November 21, 2025?

The special meeting for Xilio Therapeutics, Inc. on November 21, 2025, is being held to consider and vote on three key matters: approval of a one-time repricing of certain outstanding employee stock options, approval of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan, and approval of an adjournment of the special meeting if necessary.

Who is eligible to vote at the Xilio Therapeutics special meeting?

Only stockholders of record at the close of business on October 15, 2025, the record date for the special meeting, are entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. As of the record date, there were 51,830,450 shares of Xilio common stock outstanding and entitled to vote.

How does Xilio Therapeutics' board of directors recommend voting on the proposals?

Xilio Therapeutics' board of directors unanimously recommends that stockholders vote 'FOR' the approval of a one-time repricing of certain outstanding employee stock options, 'FOR' the approval of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan, and 'FOR' the approval of an adjournment of the special meeting if necessary.

What is the Xilio Therapeutics 2025 Stock Incentive Plan?

The Xilio Therapeutics, Inc. 2025 Stock Incentive Plan is a proposed new equity compensation plan that, if approved, will allow the company to grant various forms of equity awards to employees, directors, and consultants. This plan is intended to attract, retain, and motivate key personnel by aligning their interests with those of stockholders.

What is the impact of a 'broker non-vote' on Xilio Therapeutics' proposals?

For Proposals 1, 2, and 3, which are considered non-discretionary matters, a 'broker non-vote' occurs when a bank or brokerage firm does not receive voting instructions from a beneficial owner and thus cannot vote. Broker non-votes will have no effect on the outcome of these proposals, as they are not counted as votes cast.

How can Xilio Therapeutics stockholders attend the special meeting?

The special meeting will be a virtual meeting held exclusively online at www.virtualshareholdermeeting.com/XLO2025SM. Stockholders of record as of October 15, 2025, can log in starting at 10:45 a.m. Eastern Standard Time on November 21, 2025, using their 16-digit control number.

What is the deadline for submitting proxies for the Xilio Therapeutics special meeting?

Proxies submitted via the internet or telephone must be received by 11:59 p.m., Eastern Standard Time, on November 20, 2025. Proxies submitted by mail must be received by Broadridge Financial Solutions, Inc. no later than November 20, 2025.

Why is Xilio Therapeutics proposing a one-time repricing of employee stock options?

The filing indicates that the one-time repricing of certain outstanding employee stock options is being proposed to re-incentivize employees. This typically occurs when the market price of the company's stock has fallen significantly below the exercise price of previously granted options, making them underwater and less effective as a retention tool.

What happens if a quorum is not present at the Xilio Therapeutics special meeting?

If a quorum, which is a majority of the outstanding shares of common stock, is not present at the Xilio Therapeutics special meeting, the company expects to adjourn the special meeting until a quorum is obtained. Proposal 3 specifically addresses the approval of an adjournment for this purpose.

Where can Xilio Therapeutics stockholders find the proxy materials online?

The proxy materials, including the proxy statement and notice of meeting, are available for viewing, printing, and downloading at www.proxyvote.com. They are also available on the SEC's website at www.sec.gov and in the 'Investors & Media - Financials & Filings - SEC Filings' section of Xilio's website at https://ir.xiliotx.com.

Industry Context

Xilio Therapeutics operates in the highly competitive biotechnology sector, which is characterized by significant research and development costs, long product development cycles, and stringent regulatory oversight. The ability to attract and retain top scientific and management talent is paramount for success in this industry, directly influencing a company's capacity for innovation and market positioning.

Regulatory Implications

As a biotechnology company, Xilio is subject to extensive regulatory scrutiny from bodies like the FDA. While this filing primarily concerns corporate governance and compensation, any future product development or commercialization efforts will require adherence to complex regulatory pathways. The effectiveness of the proposed stock incentive plans could indirectly impact the company's ability to fund and execute these critical regulatory processes.

What Investors Should Do

  1. Vote 'FOR' Proposal 1 (Option Repricing)
  2. Vote 'FOR' Proposal 2 (2025 Stock Incentive Plan)
  3. Vote 'FOR' Proposal 3 (Adjournment)
  4. Review Proxy Materials
  5. Submit Proxy or Vote Online

Key Dates

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of shareholders, including executive compensation, corporate governance, and other important matters. (This document is the primary source of information for the special meeting and the proposals being voted on.)
Option Repricing
The process of lowering the exercise price of existing stock options granted to employees. This is often done when the stock price has fallen below the original exercise price. (Proposal 1 seeks approval for a one-time repricing of certain employee stock options, crucial for retaining talent.)
Stock Incentive Plan
A plan that allows a company to grant equity-based awards, such as stock options or restricted stock units, to employees, directors, or consultants as a form of compensation. (Proposal 2 seeks approval for the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan, vital for future equity incentives.)
Full Set Delivery
A method of distributing proxy materials where paper copies are sent to all stockholders of record, along with providing online access to the materials. (Xilio is using this method to ensure all stockholders receive the necessary information for the special meeting.)
Street Name
Refers to shares of a company's stock that are held by a broker or other nominee on behalf of the beneficial owner. The nominee is the 'stockholder of record' on the company's books. (Explains how beneficial owners of shares held through intermediaries can vote their shares.)

Year-Over-Year Comparison

This filing is for a special meeting focused on compensation-related proposals, not an annual meeting. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable in this context. The primary focus is on the strategic importance of the proposed option repricing and new stock incentive plan for talent retention and future growth, rather than a review of past financial performance.

Filing Stats: 4,798 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2025-10-20 07:39:59

Key Financial Figures

Filing Documents

From the Filing

DEF 14A 1 d847583ddef14a.htm DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Xilio Therapeutics, Inc. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents 828 Winter Street, Suite 300 Waltham, Massachusetts 02451 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on November 21, 2025 Dear Stockholders: You are cordially invited to attend a special meeting of stockholders of Xilio Therapeutics, Inc. to be held on November 21, 2025 at 11:00 a.m., Eastern Standard Time, virtually at www.virtualshareholdermeeting.com/XLO2025SM. At the special meeting, stockholders will consider and vote on the following matters: 1. Approval of a one-time repricing of certain outstanding employee stock options, which we refer to as the option repricing proposal; 2. Approval of the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan, which we refer to as the stock plan proposal; and 3. Approval of an adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the option repricing proposal and/or the stock plan proposal. We are using the "full set delivery" method of providing proxy materials to all stockholders of record. Because we have elected to utilize the "full set delivery" option, we are delivering to all stockholders of record paper copies of the enclosed proxy statement and the related proxy card, as well as providing access to the proxy materials on a publicly accessible website. We began distributing the enclosed proxy statement, this notice and the proxy card on or about October 20, 2025. The proxy statement and other proxy materials are also available at www.proxyvote.com . Only stockholders of record at the close of business on October 15, 2025, the record date for the special meeting, are entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. As noted above, our special meeting will be a virtual meeting of stockholders, which will be conducted exclusively via the internet as a virtual web conference. You will be able to attend the special meeting online, vote your shares during the special meeting and submit questions for consideration during the special meeting through www.virtualshareholdermeeting.com/XLO2025SM . Please carefully review the enclosed proxy Your vote is important, and we encourage all stockholders to attend the special meeting online. Whether or not you plan to attend the special meeting online, we encourage you to read the enclosed proxy statement and submit your proxy or voting instructions as soon as possible by following the instructions in the enclosed proxy in the enclosed proxy statement and proxy card. Further information about how to register for and attend the special meeting online, vote your shares and submit questions for consideration at the meeting is included in the enclosed proxy statement. Thank you for your ongoing support and continued interest in Xilio Therapeutics, Inc. By Order of the Board of Directors, René Russo, Pharm.D. President and Chief Executive Officer Waltham, Massachusetts October 20, 2025 Table of Contents TABLE OF CONTENTS INFORMATION CONCERNING SOLICITATION AND VOTING 1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS 1 IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING 2 INTRODUCTION TO PROPOSALS 1 AND 2 8 PROPOSAL 1 – APPROVAL OF A ONE-TIME REPRICING OF CERTAIN OUTSTANDING EMPLOYEE STOCK OPTIONS 10 PROPOSAL 2 – APPROVAL OF THE XILIO THERAPEUTICS, INC. 2025 STOCK INCENTIVE PLAN 19 PROPOSAL 3 – ADJOURNMENT PROPOSAL 34 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 35 STOCK OWNERSHIP AND REPORTING 36 STOCKHOLDERS SHARING THE SAME ADDRESS 39 STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING 39 OTHER MATTERS 40 INCORPORATION BY REFERENCE 41 APPENDIX A – XILIO THERAPEUTICS, INC. 2025 STOCK INCENTIVE PLAN A-1 Table of Contents 828 Winter Street, Suite 300 Waltham, Massachusetts 02451 (857) 524-2466 PROXY STATEMENT SPECIAL MEE

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