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): December 9, 2016

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-17999

 

04-2726691

(State or other
jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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 December 9, 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 October 28, 2016, filed with the Securities and Exchange Commission on October 28, 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 Exhibit 10.1 to this current report on Form 8-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 December 9, 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

 

0

 

 

At the 2016 Annual Meeting, shareholders elected nine Directors as follows:

 

 

 

FOR

 

WITHHELD

 

BROKER NON-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:

 

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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 Company’s independent registered public accounting firm for the six-month transition period ending December 31, 2016 as follows:

 

For:

 

74,379,991

 

Against

 

317,225

 

Abstain

 

674,544

 

Broker Non-Votes

 

0

 

 

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 Plan

10.2

 

Form of Incentive Stock Option Agreement under the 2016 Employee, Director and Consultant Equity Incentive Plan

10.3

 

Form of Non-Qualified Stock Option Agreement for employees under the 2016 Employee, Director and Consultant Equity Incentive Plan

10.4

 

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the 2016 Employee, Director and Consultant Equity Incentive Plan

10.5

 

Form of Deferred Stock Unit Agreement for Non-Employee Directors under the 2016 Employee, Director and Consultant Equity Incentive Plan

 

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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: December 13, 2016

/s/ David B. Johnston

 

 

 

David B. Johnston

 

Executive Vice President and Chief Financial Officer

 

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