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AGEN > SEC Filings for AGEN > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for AGENUS INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At our Annual Meeting of Stockholders held on June 12, 2013 (the "Annual Meeting"), our stockholders approved Amendment No. 2 to our 2009 Stock Incentive Plan, as amended (the "2009 Plan"), which amendment had previously been adopted by our Board of Directors, subject to shareholder approval, to (i) increase the number of shares of our common stock that may be issued pursuant to awards granted under the 2009 Plan by an additional 2,000,000 shares, (ii) clarify that no more than 1,000,000 shares of our common stock may be issuable under the 2009 Plan pursuant to the exercise of incentive stock options and that no single participant may receive stock options or stock appreciation rights for more than 1,000,000 shares of our common stock in any calendar year, and (iii) include a prohibition against the repricing of outstanding stock options without stockholder approval . The description of Amendment No. 2 to the 2009 Plan set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the such amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In addition, on June 13, 2013, the Compensation Committee of our Board of Directors (the "Compensation Committee") approved the following with respect to the compensation of our executive officers:

• A modification to the annual incentive bonuses (the "Outstanding Awards") that had been approved on December 5, 2012 for grant in the form of unrestricted shares of our common stock on June 14, 2013, subject to shareholder approval of Amendment No. 2 to the 2009 Plan, such that the Outstanding Awards became payable to each officer in the form of cash or shares of unrestricted stock, as set forth below:

                         Outstanding Award       Value Awarded in       Value Awarded
    Executive Officer       Cash Value           Stock (# Shares)          in Cash
    Garo Armen          $           354,841                 57,541     $       141,936
    Christine Klaskin   $            36,133                    N/A     $        36,133
    Karen Valentine     $            43,963                    N/A     $        43,963
    Kerry Wentworth     $            57,016                    N/A     $        57,016

• The Compensation Committee also determined that the milestones associated with the vesting of restricted stock awards granted to our executive officers on June 14, 2012 had been achieved. It also determined that, in recognition of the Company's performance over the first five months of 2013, a cash bonus outside of our executive incentive plan would be paid to our executive officers in order to satisfy each officer's tax liability on the vesting of such restricted stock awards in the amounts set forth below:

                         Executive Officer    Cash Bonus
                         Garo Armen          $    108,951
                         Christine Klaskin   $     58,533
                         Karen Valentine     $     58,400
                         Kerry Wentworth     $     51,259

• The Compensation Committee also granted our executive officers options to purchase shares of our common stock under the 2009 Plan in the amounts set forth below. These options have an exercise price per share of $3.61, representing the closing price of a share of our common stock as reported on Nasdaq on the date of grant, and will vest in twelve equal quarterly installments:

                                       Shares Underlying Stock
                  Executive Officer         Option Award
                  Garo Armen                            200,000
                  Ozer Baysal                            47,500
                  Christine Klaskin                      32,500
                  Karen Valentine                        47,500
                  Kerry Wentworth                        47,500

Item 5.07 Submission of Matters to a Vote of Security Holders

A total of 21,831,933 shares of our common stock, representing 78.4% of the shares outstanding and eligible to vote, were represented in person or by valid proxies at the Annual Meeting, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

(1) To elect the following nominees to the Board of Directors for a three year term expiring at our 2016 annual meeting of stockholders:

          Nominee              Total Vote "FOR"       Total Vote "WITHHELD"
          Brian Corvese                9,714,145                     234,887
          Timothy R. Wright            9,476,870                     472,162

(2) To approve Amendment No. 2 to the 2009 Plan:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" Total Broker Non-Votes 9,322,196 520,859 105,977 11,882,901

(3) To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" 21,213,754 566,796 51,383

Item 7.01 Regulation FD Disclosure

According to a preliminary list of additions and deletions made publicly available by Russell Investments, we expect our common stock to be excluded from the broad-market Russell 3000 ® Index, Russell Global Index, and Russell Microcap® Index when Russell Investments reconstitutes its comprehensive set of U.S. and global equity indices on June 28, 2013.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is included in this report:

No. Description

10.1 Amendment No. 2 to Agenus 2009 Equity Incentive Plan.

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