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 on June 12, 2023 (the “Annual Meeting”). A total of 253,038,810 shares of common stock, representing 74.1% 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 28, 2023: (i) to elect Garo H. Armen, Susan Hirsch, and Ulf Wiinberg as Class II directors, each for a term of three years expiring at the 2026 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve an amendment to the Company’s 2019 Employee Stock Purchase Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 1,000,000 to 2,000,000 (“Proposal 2”); (iii) to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (“Proposal 3”); (iv) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 4”); and (v) to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers (“Proposal 5”).
The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class II directors as follows:
| Class I Director Nominees |
For |
Against |
Withheld |
Broker Non-Votes | ||||
| Garo H. Armen |
192,604,048 | 0 | 11,713,165 | 48,721,597 | ||||
| Susan Hirsch |
193,910,825 | 0 | 10,406,388 | 48,721,597 | ||||
| Ulf Wiinberg |
190,912,519 | 0 | 13,404,694 | 48,721,597 |
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 189,724,965 |
13,716,185 | 876,063 | 48,721,597 |
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 181,293,807 |
19,195,313 | 3,828,093 | 48,721,597 |
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 245,143,313 |
5,803,615 | 2,091,882 | N/A |
For Proposal 5, the Company’s stockholders recommended future advisory votes on the compensation of the Company’s named executive officers annually. The votes cast at the Annual Meeting were as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 144,789,017 |
1,248,664 | 53,203,682 | 5,075,670 | 48,721,597 |
In consideration of the results of the vote on Proposal 5, the Company has determined that it will conduct the advisory vote annually.
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 15, 2023 | By: | /s/ Robin Abrams | ||||
| Robin Abrams | ||||||
| Chief Legal Officer |