Current Report Filing (8-k)
May 23 2019 - 4:27PM
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): May 20, 2019
Seattle Genetics, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-32405
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91-1874389
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S Employer
Identification No.)
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21823 30th Drive SE
Bothell, Washington 98021
(Address of principal executive offices, including zip code)
(425) 527-4000
(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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under
the
Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Securities 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 $0.001
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SGEN
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The Nasdaq Stock Market LLC
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangement
. On May 20, 2019 at the 2019 Annual
Meeting of Stockholders (the Annual Meeting) of Seattle Genetics, Inc. (the Company), the Companys stockholders approved the amendment and restatement of the Companys Amended and Restated 2000 Employee Stock
Purchase Plan (the ESPP) to increase the aggregate number of shares of common stock authorized for issuance thereunder by 1,000,000 shares and to allow for the participation in the ESPP by the Companys
non-U.S.
based employees.
The amendment and restatement of the ESPP (as so amended and restated, the
Restated ESPP), previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Restated ESPP became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the Restated ESPP is set forth in the Companys definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission on April 4, 2019 (the Proxy Statement). That summary and the foregoing description are qualified in their entirety by reference to the text of the Restated ESPP, which
is attached as Appendix A to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys stockholders voted on the four proposals listed below. The final results of the votes regarding each
proposal are set forth below. The proposals are described in the Proxy Statement.
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1.
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To elect the following three Class III directors to hold office until the Companys 2022 Annual
Meeting of Stockholders.
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Name
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Srinivas Akkaraju, M.D., Ph.D.
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120,021,320
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26,333,048
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9,005,137
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Marc E. Lippman, M.D.
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144,226,526
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2,127,842
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9,005,137
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Daniel G. Welch
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145,270,167
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1,084,201
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9,005,137
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2019.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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154,671,436
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605,841
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82,228
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3.
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To approve the amendment and restatement of the ESPP to increase the aggregate number of shares of common stock
authorized for issuance thereunder by 1,000,000 shares and to allow for the participation in the Restated ESPP by our
non-U.S.
based employees.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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145,934,622
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351,027
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68,719
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9,005,137
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4.
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To approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed
in the Proxy Statement.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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106,830,456
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39,391,697
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132,215
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9,005,137
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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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SEATTLE GENETICS, INC.
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Date: May 23, 2019
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By:
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/s/ Clay B. Siegall
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Clay B. Siegall
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President and Chief Executive Officer
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