Current Report Filing (8-k)
June 22 2020 - 4:01PM
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 16, 2020
AGENUS INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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000-29089
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06-1562417
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3 Forbes Road
Lexington, MA 02421
(Address of principal executive offices, including zip code)
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(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.
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Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.01
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AGEN
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The Nasdaq Capital Market
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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 5.07 Submission of Matters to a Vote of Security Holders.
Agenus Inc. (the Company) held its Annual Meeting of Stockholders on June 16, 2020 (the Annual Meeting). A
total of 138,126,261 shares of common stock, representing 82.5% of the shares outstanding and eligible to vote and constituting a quorum, were present at the Annual Meeting or represented 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 28, 2020: (i) to elect Garo H. Armen
and Ulf Wiinberg as Class II directors, each for a term of three years expiring at the 2023 Annual Meeting of Stockholders (Proposal 1); (ii) to approve an amendment to the Companys Amended and Restated Directors
Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 425,000 shares to 575,000 shares (Proposal 2); (iii) to approve the Companys 2019 Employee Stock
Purchase Plan (Proposal 3); (iv) to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 4); and (v) to
approve, in a non-binding advisory vote, the compensation of the Companys named executive officers (Proposal 5).
The Companys stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The
Companys stockholders voted for the Class II directors as follows:
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Class I Director Nominees
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For
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Against
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Withheld
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Broker
Non-Votes
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Garo H. Armen
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95,678,378
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0
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2,537,824
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39,910,059
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Ulf Wiinberg
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91,131,498
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0
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7,084,704
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39,910,059
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The Companys stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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86,822,432
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10,989,000
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404,770
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39,910,059
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The Companys stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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96,027,714
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2,016,339
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172,149
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39,910,059
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The Companys stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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133,111,967
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3,489,140
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1,525,154
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N/A
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The Companys stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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66,080,495
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31,700,340
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435,367
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39,910,059
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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.
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Date: June 22, 2020
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AGENUS INC.
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By:
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/s/ Evan D. Kearns
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Evan D. Kearns
VP, General Counsel and
Secretary
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