Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 26, 2012, the stockholders of Tengion, Inc. (the "Company") approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as further described in Item 5.07 below.

On November 26, 2012, the Company filed a Certificate of Amendment (the "Amendment") to its Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 750,000,000 shares, which became effective on November 27, 2012.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 26, 2012, Tengion, Inc. (the "Company") held a special meeting of stockholders to submit the proposal below to a vote of the stockholders. The results of the vote are noted below.

Proposal No. 1: Approval of an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 90,000,000 to 750,000,000 shares.

For Against Abstain Broker Non-Vote

1,575,529 455,702 3,614 0

Stockholders approved the amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 750,000,000 shares.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 3.1 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, as amended, of Tengion, Inc., dated November 27, 2012

---