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 17, 2020
ImmunoGen, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Massachusetts | 0-17999 | 04-2726691 | |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | |
830 Winter Street, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 895-0600
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):
☐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 pursuant to Section 12(b) of the Act:
| | | | | | |
| Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which Registered | |
| Common Stock, $.01 par value | | IMGN | | Nasdaq Global Select Market | |
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
At the 2020 annual meeting of shareholders of ImmunoGen, Inc. held on June 17, 2020 (the “2020 Annual Meeting”), shareholders fixed the number of Directors constituting the full Board of Directors at seven. The voting results were as follows:
For:146,268,797
Against: 840,871
Abstain: 158,685
Broker Non-Votes 0
At the 2020 Annual Meeting, shareholders elected seven Directors as follows:
| | |||
| FOR | WITHHELD | BROKER NON-VOTES | |
Stephen C. McCluski | 114,501,125 | 2,736,606 | 30,030,622 | |
Richard J. Wallace | 113,338,788 | 3,898,943 | 30,030,622 | |
Mark Goldberg, MD | 114,586,898 | 2,650,833 | 30,030,622 | |
Dean J. Mitchell | 116,212,650 | 1,025,081 | 30,030,622 | |
Kristine Peterson | 64,422,928 | 52,814,803 | 30,030,622 | |
Mark J. Enyedy | 115,767,197 | 1,470,534 | 30,030,622 | |
Stuart A. Arbuckle | 116,007,719 | 1,230,012 | 30,030,622 | |
At the 2020 Annual Meeting, shareholders voted to approve an amendment to our
Restated Articles of Organization to increase the number of authorized shares of our common stock from 200,000,000 to 300,000,000. The voting results were as follows:
For:141,196,724
Against: 5,115,903
Abstain: 955,726
Broker Non-Votes 0
At the 2020 Annual Meeting, shareholders voted, on an advisory basis, to approve the compensation paid to our named executive officers, as described in our proxy statement (referred to as the “say-on-pay vote”) as follows:
For: 113,647,949
Against: 3,166,870
Abstain: 422,912
Broker Non-Votes: 30,030,622
ITEM 8.01. OTHER EVENTS
On June 17, 2020, the Board of Directors approved amendments to the Company’s Compensation Policy for Non-Employee Directors (as so amended, the “Director Compensation Policy”) effective as of June 17, 2020. A copy of the Director Compensation Policy is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated into this Item 8.01 by reference
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. |
| Description |
10.1 |
| Compensation Policy for Non-Employee Directors, as amended through June 17, 2020 |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document) |
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.
| |
| ImmunoGen, Inc. |
| (Registrant) |
| |
Date: June 18, 2020 | /s/ David G. Foster |
| |
| David G. Foster |
| Vice President, Finance |
| |