Current Report Filing (8-k)
June 22 2018 - 4:04PM
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 20, 2018
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
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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3 Forbes Road
Lexington, MA
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02421
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
781-674-4400
N/A
(Former name or former address, if changed since last report.)
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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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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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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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.
Evan Kearns has been appointed as Vice President, General Counsel and
Secretary of Agenus Inc. (the Company), effective as of July 12, 2018. Mr. Kearns first joined the Company in 2014 and previously served as the Companys Vice President, Associate General Counsel. Prior to
joining the Company, Mr. Kearns was with the law firm of Goodwin Procter LLP in Boston, MA, where he advised public and private companies in domestic and international transactions on corporate and securities law matters, merger, acquisition
and financing transactions, corporate governance, and other general corporate matters. Mr. Kearns received a B.A. degree from Colby College
magna cum laude
and a J.D. degree from the University of Toledo College of Law
magna cum
laude
. In connection with Mr. Kearns promotion, the Companys Board of Directors (the Board) has designated him, effective as of July 12, 2018, as an executive officer of the Company, as such
term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and as an officer of the Company, as such term is defined under Rule 16a-1(f) of the Exchange Act. On June 21, 2018,
Ms. Karen Valentine provided notice to the Company of her departure from her position as Chief Legal Officer and General Counsel, effective as of July 12, 2018.
On June 21, 2018, the Board also approved a promotion for the Companys current Chief Strategy Officer, Christian Cortis, Ph.D.
Effective June 21, 2018, Dr. Cortis became the Companys Chief Strategy Officer and Head of Finance. Dr. Cortis, 50, originally joined the Company in April 2015 as Vice President, Strategic Alliances and External Research. In
this role, Dr. Cortis was responsible for progressing partnerships that complimented the Companys R&D capabilities and pipeline, and he helped lead our acquisitions of PhosImmune Inc. and our antibody manufacturing pilot plant from
Xoma Corporation. In January 2016, Dr. Cortis was promoted to the position of Vice President, Business Development, where he was responsible for all of the Companys business development activities. In September 2017, Dr. Cortis
became our Chief Strategy Officer and was responsible for all corporate strategy. Prior to joining the Company, Dr. Cortis was Head of Business Development for Synta Pharmaceuticals Corp. from June 2011 to April 2015, and prior to that he was a
Principal with Advanced Technology Ventures. In total, Dr. Cortis brings 20 years of business development, venture capital and strategic planning experience to the Company. Dr. Cortis earned a B.Sc. from McGill University, and he holds a
Ph.D. in Applied Mathematics and Theoretical Chemistry from Columbia University. In connection with Dr. Cortis promotion, the Board designated Dr. Cortis as an executive officer of the Company, as such term is defined
under Rule 3b-7 of the Exchange Act, as an officer of the Company, as such term is defined under Rule 16a-1(f) of the Exchange Act, and as the Companys Principal Financial Officer. Dr. Cortis compensation will remain
unchanged, and Christine Klaskin, the Companys Vice President, Finance, will remain the Companys Principal Accounting Officer. There is no arrangement or understanding between Dr. Cortis and any other person pursuant to which
Dr. Cortis was selected as the Companys Chief Strategy Officer and Head of Finance, and there are no relationships or related party transactions involving Dr. Cortis or any member of his immediate family required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual
Meeting of Stockholders on June 20, 2018 (the Annual Meeting). A total of 87,538,910 shares of common stock, representing 84.17% 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, 2018: (i) to elect Wadih Jordan as a Class III director for a term of three years expiring at the Companys 2021 Annual Meeting of Stockholders (Proposal 1), (ii) to approve an amendment to the
Companys Amended and Restated 2009 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under such plan from 20,200,000 to 29,200,000 (Proposal 2), (iii) to approve an amendment to the
Companys Directors Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 325,000 to 425,000 (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, 2018 (Proposal 4).
The Companys stockholders approved the Class III director nominee recommended for election in Proposal 1 at the Annual Meeting. The
Companys stockholders voted for the Class III director as follows:
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Class II 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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Wadih Jordan
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55,573,568
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0
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4,441,877
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27,523,465
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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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47,338,332
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12,393,987
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283,126
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27,523,465
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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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52,932,510
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6,801,871
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281,064
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27,523,465
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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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82,842,610
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1,967,136
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2,729,164
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N/A
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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, 2018
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AGENUS INC.
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By:
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/s/ Christine M. Klaskin
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Christin M. Klaskin
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VP, Finance
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