UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Agenus Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022. A total of 193,321,875 shares of common stock, representing 71.5% of the shares outstanding and eligible to vote and constituting a quorum, were present at the Annual Meeting or represented by valid proxies. At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 29, 2022: (i) to elect Brian Corvese and Timothy R. Wright as Class I directors, each for a term of three years expiring at the 2025 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve an amendment to the Company’s Amended and Restated Directors’ Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 575,000 to 775,000 (“Proposal 2”); (iii) to approve an amendment to the Company’s 2019 Equity Incentive Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 26,000,000 to 41,000,000 (“Proposal 3”) and; (iv) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 4”).
The Company’s stockholders elected the Class I director nominees nominated for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:
| Class I Director Nominees |
For | Against | Withheld | Broker Non-Votes | ||||
| Brian Corvese |
127,530,109 | 0 | 15,011,647 | 50,780,119 | ||||
| Timothy R. Wright |
97,633,553 | 0 | 44,908,203 | 50,780,119 |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 129,695,877 |
12,531,845 | 314,034 | 50,780,119 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 124,429,610 |
17,823,132 | 289,014 | 50,780,119 |
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 149,449,928 |
42,874,621 | 997,326 | N/A |
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.
| Date: June 14, 2022 |
Agenus Inc. | |||||
| By: | /s/ Christine M. Klaskin | |||||
| Christine M. Klaskin | ||||||
| Vice President, Finance | ||||||