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
April 23, 2014
Date of Report (Date of earliest event reported)
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AGENUS INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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000-29089
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06-1562417
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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3 Forbes Road
Lexington, MA
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02421
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(Address of principal executive offices)
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(Zip Code)
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781-674-4400
(Registrant’s telephone number, including area code)
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on April 23, 2014 (the “Annual Meeting”). A total of 50,852,403 shares of common stock, representing 81.79% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
To elect the following nominees to the Board of Directors:
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Nominee
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Total Vote “FOR”
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Total Vote “WITHHELD”
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Garo H. Armen, PhD
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31,845,620
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287,536
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Tom Dechaene
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31,798,554
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334,602
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Shahzad Malik, MD
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31,798,699
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334,457
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All of the nominees received a plurality of the votes cast by stockholders entitled to vote thereon and, therefore, Dr. Armen, Mr. Dechaene and Dr. Malik, were elected to the Board of Directors for terms of three years.
To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder:
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Total Vote “FOR”
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Total Vote “AGAINST”
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Total Vote “ABSTAIN”
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46,788,981
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3,957,806
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105,616
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To approve an amendment to our 2009 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder:
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Total Vote “FOR”
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Total Vote “AGAINST”
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Total Vote “ABSTAIN”
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Total Non-Votes
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25,448,516
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6,657,410
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27,230
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18,719,247
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To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers:
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Total Vote “FOR”
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Total Vote “AGAINST”
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Total Vote “ABSTAIN”
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Total Non-Votes
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30,918,457
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1,091,662
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123,037
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18,719,247
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014:
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Total Vote “FOR”
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Total Vote “AGAINST”
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Total Vote “ABSTAIN”
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49,989,075
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120,595
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742,733
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Item 9.01
Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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3.1
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Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation
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10.1
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Amendment No. Three to Agenus 2009 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.
AGENUS INC.
Date: April 25, 2014 By:
/s/ Garo H. Armen
Garo H. Armen
Chief Executive Officer
EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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3.1
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Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation
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10.1
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Amendment No. Three to Agenus 2009 Equity Incentive Plan
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CERTIFICATE OF FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
AGENUS INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Agenus Inc. (the “
Corporation
”). The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 10, 1999 (the “
Certificate of Incorporation
”). The Certificate of Incorporation was amended and restated on June 7, 2002 (the “
Restated Certificate
”), which was further amended on June 15, 2007 by a Certificate of Amendment (the “
First Amendment
”), which was further amended on January 5, 2011 by a Certificate of Ownership and Merger (the “
Name Change Amendment
”), which was further amended on September 30, 2011 by a Certificate of Second Amendment (the “
Second Amendment
”), which was further amended on June 15, 2012 by a Certificate of Third Amendment (the “
Third Amendment
”) (the Restated Certificate, as amended by the First Amendment, the Name Change Amendment, the Second Amendment and the Third Amendment, the “
Amended Certificate
”). This Certificate of Fourth Amendment (the “
Fourth Amendment
”) amends certain provisions of the Amended Certificate, and has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
2. The Board of Directors of the Corporation has duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth the following amendment to the Amended Certificate, and declaring the Fourth Amendment to be advisable.
3. This Fourth Amendment was duly adopted by the vote of the stockholders holding the requisite number of shares of outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Sections 216 and 242 of the General Corporation Law of the State of Delaware.
4. The first sentence of the first paragraph of Article Fourth of the Amended Certificate is hereby amended to read as follows:
“FOURTH: The Corporation shall be authorized to issue one hundred and forty-five million (145,000,000) shares of capital stock, which shall be divided into one hundred and forty million (140,000,000) shares of Common Stock, par value $0.01 per share, and five million (5,000,000) shares of Preferred Stock, par value $0.01 per share.”
5. This Fourth Amendment shall be effective as of 12:01 A.M. (Eastern Time) on April 24, 2014 in accordance with the provisions of Section 103(d) of the General Corporation Law of the State of Delaware.
6. Except as set forth in this Fourth Amendment, the Restated Certificate remains in full force and effect.
[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned has duly executed this Fourth Amendment in the name of and on behalf of the Corporation on this 24
th
day of April, 2014.
AGENUS INC.
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By:
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/s/ Garo H. Armen
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Name: Garo H. Armen
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Title: Chief Executive Officer
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AMENDMENT NO. THREE TO
AGENUS
2009 EQUITY INCENTIVE PLAN
The 2009 Equity Incentive Plan (as amended) of Agenus Inc. (the “
Plan
”) be and hereby is amended as follows:
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1.
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Section 3(a) of the Plan is hereby amended by deleting the first sentence thereof and replacing it with the following:
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“Subject to adjustment under Section 3(b), the aggregate number of shares of Common Stock of the Company (the “
Common Stock
”) that may be issued pursuant to the Plan is 10,200,000 shares.”
Except as set forth above, the remainder of the Plan remains in full force and effect.
Approved by the Board of Directors – February 26, 2014
Approved by the Stockholders – April 23, 2014