Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to achieve a more equal balance of director membership among the three classes of the board of directors (the "Board") of Xilio Therapeutics, Inc. (the "Company") in accordance with the Company's Restated Certificate of Incorporation, as amended, following his re-election as a Class II director at the Company's 2026 annual meeting of stockholders on June 10, 2026 (the "2026 Annual Meeting"), Daniel Curran, M.D., tendered his resignation from his position as a Class II director to the Board, contingent upon his re-appointment as a Class III director. The Board accepted such resignation and immediately re-appointed him as a Class III director. Following the rebalancing, the Board consists of three directors in each of Classes I, II and III. There were no changes to any of Dr. Curran's compensation arrangements with the Company and there is no compensation due to Dr. Curran as a result of his resignation from the Board and his appointment to the Board as a Class III Director.

Additionally, at the 2026 Annual Meeting, the Company's stockholders approved the amendment and restatement of the Xilio Therapeutics, Inc. 2021 Stock Incentive Plan (the "Amended and Restated 2021 Plan"), which had previously been adopted by the Board subject to stockholder approval. The description of the Amended and Restated 2021 Plan contained on pages 10 to 20 of the Company's Proxy Statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2026, is incorporated herein by reference. A complete copy of the Amended and Restated 2021 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

On June 10, 2026, the Company held the 2026 Annual Meeting. The following is a summary of the matters voted on at that meeting and the results of the votes on such matters.

As a result of the Board rebalancing discussed under Item 5.02 above, Dr. Curran was subsequently appointed as a Class III director, to serve for a term expiring at the 2027 annual meeting of stockholders and until his successor has been duly elected and qualified.