UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 18, 2026, the stockholders of NextCure, Inc. (the “Company”) approved the amendment and restatement of the NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan” and, as amended and restated, the “A&R 2019 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The A&R 2019 Plan was previously approved by the board of directors of the Company (the “Board”) on March 12, 2026, subject to shareholder approval. The A&R 2019 Plan increases the maximum number of shares of common stock authorized to be issued under the 2019 Plan by 80,000 shares. In addition, the A&R 2019 Plan also reflects an amendment to the evergreen provision to provide that the annual increase will be determined based on the Company’s outstanding shares, calculated on a fully diluted basis (including outstanding prefunded warrants).
A more detailed summary of the A&R 2019 Plan appears in the section entitled “Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among Other Items, Increase the Number of Shares Authorized for Issuance Thereunder” of the Company’s definitive proxy statement on Schedule 14A which was filed with the Securities and Exchange Commission on April 24, 2026. The above summary of the A&R 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R 2019 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07Submission of Matters to a Vote of Security Holders
On June 18, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders: (i) elected two Class I members of the Board, each to serve for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until such director’s earlier death, resignation, or removal from the Board; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iv) approved the A&R 2019 Plan to, among other items, increase the number of shares of common stock authorized for issuance thereunder. The results of the voting at the Annual Meeting are shown below.
Proposal No. 1: Election of Class I Directors
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Anne Borgman, M.D. | 1,595,507 | 522,009 | 139 | 698,319 | ||||
John G. Houston, PH.D. | 1,961,916 | 155,737 | 2 | 698,319 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026
For |
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| Abstain |
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| 2,774,832 | 32,329 | 8,813 | - |
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Proposal No. 3: Advisory Vote to Approve Executive Compensation
For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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| 2,109,269 | 8,127 | 259 | 698,319 |
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Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2019 Omnibus Incentive Plan to, among other items, Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder
For |
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| Against |
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| Abstain |
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| Broker Non-Votes |
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| 1,372,691 | 744,709 | 255 | 698,319 |
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Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
NextCure, Inc. Amended and Restated 2019 Omnibus Incentive Plan | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
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.
Dated: June 25, 2026 | NEXTCURE, INC. | |
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| By: | /s/ Steven P. Cobourn |
| Name: | Steven P. Cobourn |
| Title: | Chief Financial Officer |