CytomX Therapeutics Inc

For the period ended Jun 11, 2025. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 28, 2025

CTMX$2.19+2.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

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 Pursuant to §240.14a-12

CytomX 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.

151 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2025

AT 1:30 P.M. PACIFIC TIME

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of CytomX Therapeutics, Inc., a Delaware corporation (the “Company” or “CytomX”). The 2025 Annual Meeting of Stockholders will be held on June 11, 2025, at 1:30 p.m., Pacific Time. The 2025 Annual Meeting of Stockholders will be convened and held entirely online to support and facilitate stockholder participation. You will be able to attend and participate online in the 2025 Annual Meeting of Stockholders by visiting www.virtualshareholdermeeting.com/CTMX2025, where you will be able to listen to the meeting live, submit questions, and vote.

The 2025 Annual Meeting of Stockholders is being convened to conduct the following business:

1.	To elect three directors with terms to expire at the 2028 Annual Meeting of Stockholders;

2.	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	To approve the amendment and restatement of CytomX’s 2015 Equity Incentive Plan;

4.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; and

5.	To conduct any other business properly brought before the 2025 Annual Meeting of Stockholders.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the 2025 Annual Meeting of Stockholders is April 14, 2025. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders or any adjournment thereof.

The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the 2025 Annual Meeting of Stockholders:

1.	FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement;

2.	FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement; and

3.	FOR the approval of the amendment and restatement of our 2015 Equity Incentive Plan, as described in Proposal No. 3 of the Proxy Statement; and

4.	FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal No.4 of the Proxy Statement.

Your vote is very important. Whether or not you attend the 2025 Annual Meeting of Stockholders (by logging into www.virtualshareholdermeeting.com/CTMX2025), it is important that your shares be represented. We encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024, and submit your proxy on the Internet, by phone or by mail in accordance with the instructions in the Notice of Internet Availability of Proxy Materials. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options. If you receive more than one set of proxy materials or notice of internet availability because your shares are registered in different names or addresses, each proxy should be signed and submitted to ensure that all of your shares will be voted. Instructions on how to attend the meeting webcast, ask questions or vote your shares online will also be included with the Notice of Internet Availability of Proxy Materials, and are provided in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

On behalf of the Board of Directors, thank you for your participation in this important annual process.

By Order of the Board of Directors

/s/ Christopher W. Ogden

Christopher W. Ogden

Chief Financial Officer and Assistant Secretary

South San Francisco, California

April 28, 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders by logging into www.virtualshareholdermeeting.com/CTMX2025 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials. Whether or not you expect to attend the 2025 Annual Meeting, please vote on the Internet, by phone or by mail as instructed in the Notice of Internet Availability of Proxy Materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy prior to the meeting, you may still attend the meeting online and submit your vote prior to voting being closed at www.virtualshareholdermeeting.com/CTMX2025. Please note, however, that if your shares of record are held by a broker, bank or other nominee and you wish to vote at the 2025 Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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