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Get filing alertsXeris shareholders elect directors with elevated opposition to one nominee
Filed June 5, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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high
Director John Johnson elected with 60.2% support (52.7M for, 34.8M withheld); 39.8% opposition suggests notable shareholder concerns about the nominee.
Item 5.07 verify on EDGAR → -
medium
Director Dawn Halkuff elected with 71.5% support (62.6M for, 24.9M withheld); 28.5% withhold rate also elevated compared to typical uncontested elections.
Item 5.07 verify on EDGAR → -
low
Say-on-pay approved with 94.7% support (82.2M for, 4.7M against); 5.3% opposition is within normal ranges for executive compensation votes.
Item 5.07 verify on EDGAR → -
low
Ernst & Young ratified as auditor with 98.1% approval (125.8M for, 1.0M against); routine outcome for auditor ratification.
Item 5.07 verify on EDGAR →
Summary
Xeris held its 2026 annual meeting on June 4, with 128.3 million shares represented (74.3% of outstanding). The headline result is elevated opposition to both Class II director nominees elected to three-year terms through 2029. John Johnson faced 39.8% withhold votes, while Dawn Halkuff saw 28.5% opposition — both well above the single-digit levels typical for uncontested director elections.
The Johnson result in particular suggests meaningful shareholder concerns about the nominee's qualifications, independence, or board composition. The say-on-pay vote passed with 94.7% support, a healthy outcome that indicates no broad dissatisfaction with executive compensation. Auditor ratification was routine at 98.1%.
The director vote outcomes warrant attention: boards typically take withhold rates above 20–25% as a signal to engage with shareholders and understand the underlying concerns. Investors should watch for any board response or proxy advisor commentary explaining the opposition.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Xeris held its 2026 annual meeting; directors elected, auditor ratified, say-on-pay approved with 94.7% support.
Added in current filing · view on EDGAR → · paraphrased
Class II Director Nominee For Withhold Broker Non-Votes Dawn Halkuff 62,581,577 24,906,166 40,780,330 John Johnson 52,665,077 34,822,666 40,780,330
Two Class II directors were elected to serve until 2029. Dawn Halkuff received 71.5% support (62,581,577 for vs. 24,906,166 withheld, or 36.3% of shares outstanding), while John Johnson received 60.2% support (52,665,077 for vs. 34,822,666 withheld, or 30.5% of shares outstanding). The elevated withhold votes, particularly the 39.8% opposition to Johnson, suggest notable shareholder concerns about one or both nominees.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
As of the close of business on April 14, 2026, the record date for the Annual Meeting, there were 172,625,762 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, of which 128,268,073 shares were present in person virtually or represented by proxy at the Annual Meeting, constituting a quorum on all matters voted upon.
The annual meeting achieved a quorum with 128,268,073 shares represented (74.3% of the 172,625,762 shares outstanding). This turnout level is typical for a public company annual meeting and allowed all proposals to proceed to a vote.
Added in current filing · view on EDGAR → · paraphrased
ForAgainstAbstainBroker Non-Votes 125,789,818 1,032,530 1,445,725 —
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal 2026 with 98.1% approval (125,789,818 for vs. 1,032,530 against, representing 72.9% of shares outstanding). This is a routine, healthy outcome for auditor ratification.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify