Item 5.07 Submission of Matters to a Vote of Security Holders.

MacroGenics, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders on May 19, 2022. A total of 49,568,059 shares of the Company's common stock were present or represented by proxy at the meeting, which represented approximately 81% of the Company's 61,324,758 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 25, 2022. Stockholders considered the four proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2022 (the "Proxy Statement").



Proposal 1. The election of two nominees to serve as Class III directors, each
for a term of three years. Both director nominees were elected. The voting
results were as follows:

       Nominees                 For            Withheld        Broker Non-Votes
Karen Ferrante, M.D.         33,151,161       13,705,407          2,711,490
Edward Hurwitz               31,370,473       15,486,095          2,711,490

Proposal 2. The ratification of the appointment by the Audit Committee of the Board of Directors of the Company (the "Board") of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2022. Proposal 2 was approved. The voting results were as follows:



     For            Against        Abstain        Broker Non-Votes
  49,483,239        72,641         12,180                -

Proposal 3. To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement. Stockholders approved the compensation of the Company's named executive officers. The voting results were as follows:



     For            Against        Abstain        Broker Non-Votes
  44,883,740       1,964,657        8,171            2,711,490

Proposal 4. To approve, on an advisory basis, the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers. The stockholders approved, on a non-binding advisory basis, to hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every year. The voting results were as follows:



   1 year         2 years        3 years        Abstain        Broker Non-Votes
 45,728,324        5,316        1,106,954       15,975            2,711,490

In light of this result, the Board determined to hold future non-binding, advisory votes on executive compensation every year, so that the next such vote will be held at the Company's 2023 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on the Company's executive compensation no later than its 2028 Annual Meeting of Stockholders.

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