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 20, 2019

 

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):

 

☐ 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 2019 annual meeting of shareholders of ImmunoGen, Inc. held on June 20, 2019 (the “2019 Annual Meeting”), shareholders fixed the number of Directors constituting the full Board of Directors at seven.  The voting results were as follows:

 

 

 

 

For:

91,726,038

 

 

Against

1,797,920

 

 

Abstain

1,649,411

 

 

Broker Non-Votes

37,812,197

 

 

 

At the 2019 Annual Meeting, shareholders elected seven Directors as follows:

 

 

 

 

 

 

FOR

WITHHELD

BROKER NON-VOTES

 

Stephen C. McCluski

92,114,710

3,058,659
37,812,197

 

Richard J. Wallace

91,883,648

3,289,721
37,812,197

 

Mark Goldberg, MD

68,875,778

26,297,591
37,812,197

 

Dean J. Mitchell

83,207,216

11,966,153
37,812,197

 

Kristine Peterson

53,851,530

41,321,839
37,812,197

 

Mark J. Enyedy

92,766,242

2,407,127
37,812,197

 

Stuart A. Arbuckle

92,457,274

2,716,095
37,812,197

 

 

At the 2019 Annual Meeting, shareholders voted, on an advisory basis, against approval of the compensation paid to our named executive officers, as described in our proxy statement (the “say-on-pay vote”) as follows:

 

 

 

 

For:

8,972,438

 

 

Against

84,438,717

 

 

Abstain

1,762,214

 

 

Broker Non-Votes

37,812,197

 

 

 

At the 2019 Annual Meeting, shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 as follows:

 

 

 

 

For:

129,553,210

 

 

Against

1,237,073

 

 

Abstain

2,195,283

 

 

Broker Non-Votes

0

 

 

 

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 24, 2019

/s/ Mark J. Enyedy 

 

 

 

Mark J. Enyedy

 

President and Chief Executive Officer