XOMA CORPORATION (NASDAQ:XOMA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

2010 Long Term Incentive and Stock Award
Plan

In February 2017, the Compensation Committee of the Board of
Directors (the Board) (the Compensation Committee) of XOMA
Corporation (the Company) recommended to the Board, and the Board
subsequently adopted, subject to stockholder approval, an
amendment to the Companys Amended and Restated 2010 Long Term
Incentive and Stock Award Plan (the Long Term Incentive Plan). At
the 2017 Annual Meeting of Stockholders of the Company, held on
May18, 2017 (the Annual Meeting), the Companys stockholders voted
on and approved the amendment to the Long Term Incentive Plan.

The amendment (a)increases the number of shares of Common Stock
issuable over the term of the plan by an additional 1,470,502 to
2,579,062 shares in the aggregate; (b)increases the number of
shares of common stock issuable under the plan as incentive stock
options by an additional 2,004,087 to 2,579,062 shares;
(c)increases the per person award limits for purposes of
compliance with Section162(m) to 2,000,000 shares for options and
SARs and to 2,000,000 shares for other types of stock awards; and
(d)for purposes of Section162(m) (i)confirms existing performance
criteria upon which performance goals may be based with respect
to performance awards under the Long Term Incentive Plan, and
(ii)confirms existing means of adjustment when calculating the
attainment of performance goals for performance awards granted
under the Long Term Incentive Plan.

A summary of the Long Term Incentive Plan is set forth in the
Companys proxy statement filed with the Securities and Exchange
Commission on April5, 2017 (the Proxy Statement). The description
of the amendment is qualified in its entirety by reference to the
text of the Long Term Incentive Plan, which is filed as
Exhibit10.1 hereto and incorporated herein by reference.

2015 Employee Share Purchase Plan

In February 2017, the Compensation Committee recommended to the
Board, and the Board subsequently adopted, subject to stockholder
approval, an amendment to the Companys 2015 Employee Share
Purchase Plan (the 2015 ESPP). At the Annual Meeting, the
Companys stockholders voted on and approved the amendment to the
2015 ESPP.

The amendment (a)increases by 250,000 the shares of Common Stock
(from 15,000 shares to a total of 265,000 shares) available for
issuance under the 2015 ESPP; and (b)increases the maximum number
of shares of Common Stock an employee may purchase in any
offering period to 2,500.

A summary of the 2015 ESPP is set forth in the Companys Proxy
Statement. The description of the amendment is qualified in its
entirety by reference to the text of the 2015 ESPP, which is
filed as Exhibit10.2 hereto and incorporated herein by reference.

On May18, 2017, the Company held its Annual Meeting virtually via
live webcast, to notice duly given. Only stockholders of record
as of the close of business on March23, 2017 were entitled to
vote at the Annual Meeting. As of March23, 2017, the record date
for the Annual Meeting, 7,585,629 shares of common stock of the
Company were outstanding and entitled to vote at the Annual
Meeting, of which 5,262,580 shares of common stock of the Company
were represented, in person or by proxy, constituting a quorum.
The final results of the stockholder vote on each proposal
brought before the Annual Meeting were as follows:

(a) Proposal 1. Each of the five (5)nominees for
election to the Board of Directors was elected to serve for a
one-year term based upon the following votes:

Effective immediately following the Annual Meeting, the Board of
Directors appointed Messrs. Limber (Chairman), Van Ness and
Wyszomierski as members of the Audit Committee.

(b) Proposal 2. The amendment to the Companys
Amended and Restated 2010 Long Term Incentive and Stock Award
Plan was approved based upon the following votes:

(c) Proposal 3. The amendment to the Companys
2015 Employee Stock Purchase Plan was approved based upon the
following votes:

(d) Proposal 4. The appointment of Ernst Young
LLP to act as the Companys independent registered public
accounting firm for the 2017 fiscal year was ratified based upon
the following votes:

(e) Proposal 5. The advisory vote on the
compensation of the Companys named executive officers was
approved based upon the following votes:

(f) Proposal 6. The votes, on a non-binding
advisory basis, on the frequency of holding future advisory votes
on executive compensation were as follows:

Based on the Boards recommendation in the Proxy Statement, the
voting results on this matter and the Boards consideration of the
appropriate voting frequency for the Company at this time, the
Board resolved that the Company will hold an advisory vote on the
compensation of named executive officers every three years.

(d) Exhibits

XOMA CORPORATION (NASDAQ:XOMA) Recent Trading Information

XOMA CORPORATION (NASDAQ:XOMA) closed its last trading session up +0.32 at 6.74 with 15,792 shares trading hands.