AGENUS INC. (NASDAQ:AGEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June28, 2017, the Compensation Committee of the Board of Directors of Agenus Inc. (the Company) approved a promotion for the Companys current Chief Business Officer, Ozer Baysal. Effective July1, 2017, Mr.Baysal will become the Companys Chief Commercial Officer and Head of HR. In connection with this promotion, Mr.Baysals base salary will increase from $209,000 to $310,000. Mr.Baysals compensation will otherwise remain unchanged.
There is no arrangement or understanding between Mr.Baysal and any other person to which Mr.Baysal was selected as the Companys Chief Commercial Officer and Head of HR.
| Item5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on June28, 2017 (the Annual Meeting).A total of 76,908,409 shares of common stock, representing 77.59% 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 (SEC) on May8, 2017: (i)to elect Garo H. Armen and Ulf Wiinberg as ClassII directors, each for a term of three years expiring at the Companys 2020 Annual Meeting of Stockholders (Proposal 1), (ii)to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017 (Proposal 2), (iii)to approve, in a non-binding advisory vote, the compensation of the Companys named executive officers (Proposal 3), and (iv)to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Companys named executive officers (Proposal 4).
The Companys stockholders approved the ClassII director nominees recommended for election in Proposal 1 at the Annual Meeting. The Companys stockholders voted for ClassII directors as follows:
| Class II Director Nominees | For | Against | Withheld | Broker Non- Votes | ||||||||||
| Garo H. Armen | 47,723,775 | 655,341 | 28,529,293 | |||||||||||
| Ulf Wiinberg | 40,523,833 | 7,855,283 | 28,529,293 | |||||||||||
The Companys stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | ||
| 74,994,448 | 932,330 | 981,631 |
The Companys stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 46,749,347 | 1,471,154 | 158,615 | 28,529,293 |
For Proposal 4, the Companys stockholders recommended future advisory votes on the compensation of the Companys named executive officers once every three years. The votes cast at the Annual Meeting were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 16,199,373 | 208,754 | 31,740,392 | 230,597 |
In consideration of the Boards recommendation and the results of the vote on Proposal 4, the Company has determined that the Company will conduct the advisory vote once every three years.
About AGENUS INC. (NASDAQ:AGEN)
Agenus Inc. (Agenus) is an immuno-oncology company. The Company is engaged in discovering and developing treatments for patients with cancer. Its approaches are driven by platforms and programs, which include antibody discovery platform, including Retrocyte Display, SECANT yeast display and phage display technologies designed to produce human antibodies; antibody candidate programs, including checkpoint modulator (CPM) programs; vaccine programs, including Prophage and AutoSynVax, and saponin-based vaccine adjuvants, principally QS-21 Stimulon adjuvant (QS-21 Stimulon). The Company has a portfolio of programs in various stages of development, including a series of antibodies in discovery and pre-clinical and clinical development, Prophage vaccine, a Heat Shock Protein (HSP)-based vaccine candidate for a form of brain cancer that has completed Phase II trials, and a number of QS-21 Stimulon-containing vaccine candidates in late stage development.