Current Report Filing (8-k)
June 24 2019 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2019
AGENUS INC.
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-29089
|
|
06-1562417
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
3 Forbes Road
Lexington, MA 02421
(Address of principal executive offices, including zip code)
(781)
674-4400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
|
|
|
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01
|
|
AGEN
|
|
The Nasdaq Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On June 19, 2019, the Compensation Committee (the
Committee) of the Board of Directors of Agenus Inc. (the Company) amended the terms of the outstanding stock options held by Dr. Garo Armen, the Companys Chairman and CEO (the Amendment). Pursuant to
the Amendment, in the event of Dr. Armens death, disability or retirement, all of his unvested stock options will vest in full and become exercisable, and each stock option will remain exercisable for the lesser or (i) three years
from the date of such event or (ii) the end of the
10-year
term of each such stock option.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 19, 2019 (the
Annual Meeting). A total of 112,970,880 shares of common stock, representing 84.14% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual
Meeting. The Companys stockholders voted on the following matters, which are described in detail in the Companys Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 26, 2019: (i) to
elect Brian Corvese and Timothy R. Wright as Class I directors, each for a term of three years expiring at the 2022 Annual Meeting of Stockholders (Proposal 1); (ii) to approve an amendment to the Companys Amended and Restated
Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 240,000,000 to 400,000,000 (Proposal 2); (iii) to approve the Companys 2019 Equity Incentive Plan
(Proposal 3); and (iv) to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 4).
The Companys stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The
Companys stockholders voted for the Class I directors as follows:
|
|
|
|
|
|
|
Class I Director Nominees
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Brian Corvese
|
|
59,723,563
|
|
11,353,323
|
|
41,893,994
|
Timothy R. Wright
|
|
59,646,743
|
|
11,430,143
|
|
41,893,994
|
The Companys stockholders approved Proposal 2, and the amendment to the Companys Amended and
Restated Certificate of Incorporation (as amended) is filed as Exhibit 3.1 to this Current Report on Form
8-K.
The votes cast at the Annual Meeting were as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
102,489,053
|
|
10,053,160
|
|
428,667
|
|
N/A
|
The Companys stockholders approved Proposal 3, and the Companys 2019 Equity Incentive Plan is
filed as Exhibit 10.1 to this Current Report on Form
8-K.
The votes cast at the Annual Meeting were as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
56,403,668
|
|
14,383,467
|
|
289,751
|
|
41,893,994
|
The Companys stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
109,633,264
|
|
2,909,124
|
|
428,492
|
|
N/A
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
AGENUS INC.
|
|
|
|
|
Date: June 24, 2019
|
|
|
|
By:
|
|
/s/ Evan D. Kearns
|
|
|
|
|
|
|
Evan D. Kearns
|
|
|
|
|
|
|
VP, General Counsel and Secretary
|
Agenus (NASDAQ:AGEN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Agenus (NASDAQ:AGEN)
Historical Stock Chart
From Apr 2023 to Apr 2024