ImmunoGen,Inc. (NASDAQ:IMGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(a) (d) Not applicable.
(e) At the 2016 annual meeting of shareholders of ImmunoGen,Inc.
(referred to as we, our, us or ImmunoGen) held on December9, 2016
(the 2016 Annual Meeting), our shareholders approved the
ImmunoGen 2016 Employee, Director and Consultant Equity Incentive
Plan (the 2016 Plan). A summary of the material terms and
conditions of the 2016 Plan is set forth in our definitive Proxy
Statement dated October28, 2016, filed with the Securities and
Exchange Commission on October28, 2016, under the caption
Approval of the 2016 Employee, Director and Consultant Equity
Incentive Plan (Notice Item 3). Such description is incorporated
herein by reference and is qualified in its entirety by reference
to the full text of the 2016 Plan filed as Exhibit10.1 to this
current report on Form8-K.
(f) Not applicable.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
As stated above, the 2016 Annual Meeting was held on December9,
2016. At the 2016 Annual Meeting, shareholders fixed the number
of Directors constituting the full Board of Directors at nine.
The voting results were as follows:
|
For: |
73,058,495 |
||
|
Against |
1,808,167 |
||
|
Abstain |
708,619 |
||
|
Broker Non-Votes |
|
At the 2016 Annual Meeting, shareholders elected nine Directors
as follows:
|
|
FOR |
|
WITHHELD |
|
BROKERNON-VOTES |
|
|
|
Joseph J. Villafranca, PhD |
50,554,238 |
1,036,279 |
23,984,764 |
||||
|
Stephen C. McCluski |
50,564,362 |
1,026,155 |
23,984,764 |
||||
|
Richard J. Wallace |
50,571,476 |
1,019,041 |
23,984,764 |
||||
|
Daniel M. Junius |
50,274,184 |
1,316,333 |
23,984,764 |
||||
|
Howard H. Pien |
50,245,370 |
1,345,147 |
23,984,764 |
||||
|
Mark Goldberg, MD |
48,499,689 |
3,090,828 |
23,984,764 |
||||
|
Dean J. Mitchell |
50,573,222 |
1.017,295 |
23,984,764 |
||||
|
Kristine Peterson |
50,572,747 |
1,017,770 |
23,984,764 |
||||
|
Mark J. Enyedy |
50,583,961 |
1,006,556 |
23,984,764 |
At the 2016 Annual Meeting, shareholders approved the 2016 Plan,
which is referenced in Item 5.02 above, as follows:
|
For: |
42,584,317 |
||
|
Against |
8,623,433 |
||
|
Abstain |
382,767 |
||
|
Broker Non-Votes |
23,984,764 |
At the 2016 Annual Meeting, shareholders voted to approve, on
an advisory basis, the compensation paid to our named executive
officers, as described in our proxy statement (the say-on-pay
vote) as follows:
|
For: |
49,753,454 |
||
|
Against |
1,559,799 |
||
|
Abstain |
277,264 |
||
|
Broker Non-Votes |
23,984,764 |
At the 2016 Annual Meeting, shareholders ratified the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the six-month transition
period ending December31, 2016 as follows:
|
For: |
74,379,991 |
||
|
Against |
317,225 |
||
|
Abstain |
674,544 |
||
|
Broker Non-Votes |
|
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d): The following exhibit is being furnished herewith:
|
Exhibit No. |
|
Exhibit |
|
10.1 |
2016 Employee, Director and Consultant Equity Incentive |
|
|
10.2 |
Formof Incentive Stock Option Agreement under the 2016 |
|
|
10.3 |
Formof Non-Qualified Stock Option Agreement for employees |
|
|
10.4 |
Formof Non-Qualified Stock Option Agreement for |
|
|
10.5 |
Formof Deferred Stock Unit Agreement for Non-Employee |
About ImmunoGen, Inc. (NASDAQ:IMGN)
ImmunoGen, Inc. is a clinical-stage biotechnology company that develops targeted cancer therapeutics using its antibody-drug conjugate (ADC) technology. The Company is engaged in the discovery of monoclonal antibody-based anticancer therapeutics. An ADC with the Company’s technology comprises an antibody that binds to a target found on tumor cells conjugated to one of its anti-cancer agents as a payload to kill the tumor cell once the ADC has bound to its target. Its product candidates include Mirvetuximab soravtansine; IMGN779; IMGN632; IMGN529, and Coltuximab ravtansine. Its portfolio is led by Mirvetuximab soravtansine, a first-in-class ADC targeting folate-receptor alpha (Fra). Its FORWARD II consists of cohorts assessing Mirvetuximab soravtansine in combination with, in separate doublets, Avastin (bevacizumab), pegylated liposomal doxorubicin (PLD), and carboplatin. The Company has developed tubulin-acting maytansinoid payload agents, which include DM1 and DM4. ImmunoGen, Inc. (NASDAQ:IMGN) Recent Trading Information
ImmunoGen, Inc. (NASDAQ:IMGN) closed its last trading session down -0.06 at 1.74 with 1,200,976 shares trading hands.
