Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The 2022 Annual Meeting of Stockholders of XOMA Corporation (the "Company") was held on May 18, 2022 in a virtual meeting format, pursuant to notice duly given (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved the amendment of the Company's Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the "Plan") to increase the aggregate number of shares of common stock authorized for issuance under the Plan by 275,000 shares. A summary of the Plan is set forth in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2022.

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

Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitations. Only stockholders of record as of the close of business on March 21, 2022, were entitled to vote at the Annual Meeting. As of March 21, 2022, the record date for the Annual Meeting, 11,395,902 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 6,967,232 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 eight (8) nominees for election to the Board was elected to serve for a one-year term based upon the following votes:



                                               BROKER
NAME                      FOR      WITHHELD   NON-VOTE

James R. Neal 5,826,545 289,330 851,357 W. Denman Van Ness 5,726,767 389,108 851,357 Joseph M. Limber 5,831,284 284,591 851,357 Jack L. Wyszomierski 5,777,897 337,978 851,357 Matthew D. Perry 6,091,989 23,886 851,357 Barbara Kosacz 5,916,340 199,535 851,357 Natasha Hernday 6,024,789 91,086 851,357 Heather L. Franklin 6,099,282 16,593 851,357

(b) Proposal 2. The amendment of the Company's Amended and Restated 2010 Long Term Incentive and Stock Award Plan, to increase the aggregate number of shares of common stock authorized for issuance thereunder by 275,000 shares.



                                 BROKER
   FOR      AGAINST   ABSTAIN   NON-VOTE

5,922,705   186,373    6,797    851,357

(c) Proposal 3. The appointment of Deloitte & Touche LLP to act as the Company's independent registered public accounting firm for the 2022 fiscal year was ratified based upon the following votes:



                                 BROKER
   FOR      AGAINST   ABSTAIN   NON-VOTE

6,940,545    8,419    18,268      N/A

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