Actionable news
0
All posts from Actionable news
Actionable news in AGEN: Agenus Inc.,

Other preliminary proxy statements

BGCOLOR="WHITE">

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Agenus Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(2) Form, Schedule or Registration Statement No.:

AGENUS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date

June 14, 2016

Time

5:00 P.M., Eastern Time

Place

Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421

Webcast

Go to http://investor.agenusbio.com/presentation-webcasts starting at 5:00 P.M., Eastern Time on June 14, 2016. The webcast will be archived on our website for at least thirty days after the date of the 2016 Annual Meeting of Stockholders.

Proposals

1. To elect Brian Corvese and Timothy R. Wright as Class I directors, each for a term of three years expiring at the 2019 Annual Meeting of Stockholders.

2. 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 from 140,000,000 to 240,000,000.

3. To approve our Amended and Restated 2009 Equity Incentive Plan.

4. To approve our 2016 Executive Incentive Plan.

5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

6. To consider any other business as may properly come before the 2016 Annual Meeting of Stockholders or any postponement or adjournment of the meeting.

Record Date You are entitled to vote if you were a stockholder of record on April 18, 2016.

A list of stockholders entitled to vote will be open for examination by any stockholder for any purpose germane to the 2016 Annual Meeting of Stockholders for ten days before the meeting during ordinary business hours at our principal offices at 3 Forbes Road, Lexington, Massachusetts 02421.

It is important that your shares be represented at the 2016 Annual Meeting of Stockholders. Therefore, whether or not you plan to attend the meeting, please complete your proxy and return it to us. If you attend the meeting and wish to vote in person, your proxy will not be used. You may also vote your shares over the internet or by telephone. Instructions for internet or telephonic voting are printed on your proxy card.

By order of the Board of Directors,

Karen Higgins Valentine, Secretary

April 28, 2016

TABLE OF CONTENTS

Page

VOTING PROCEDURES

2

PROPOSAL 1ELECTION OF DIRECTORS

7

OUR CORPORATE GOVERNANCE

11

COMPENSATION DISCUSSION AND ANALYSIS

17

COMPENSATION COMMITTEE REPORT

32

COMPENSATION OF EXECUTIVE OFFICERS

33

DIRECTOR COMPENSATION

46

OWNERSHIP OF OUR COMMON STOCK

48

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

49

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

50

EQUITY PLANS

52

PROPOSAL 2TO 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 FROM 140,000,000 TO 240,000,000.

53

PROPOSAL 3TO APPROVE OUR AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN.

55

PROPOSAL 4TO APPROVE OUR 2016 EXECUTIVE INCENTIVE PLAN

64

PROPOSAL 5TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

67

REPORT OF THE AUDIT AND FINANCE COMMITTEE

69

ADDITIONAL INFORMATION

70

APPENDIX A FIFTH AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

A-1

APPENDIX B AGENUS AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN

B-1

APPENDIX C AGENUS 2016 EXECUTIVE INCENTIVE PLAN

C-1

AGENUS INC.

3 Forbes Road

Lexington, Massachusetts 02421

Telephone: (781) 674-4400

PROXY STATEMENT

APRIL 28, 2016

This proxy statement contains information about the 2016 Annual Meeting of Stockholders of Agenus Inc. (the 2016 Annual Meeting), including any postponements or adjournments of the meeting. The 2016 Annual Meeting will be held at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421 on June 14, 2016 at 5:00 P.M., Eastern Time.

In this proxy statement, we refer to Agenus Inc. as Agenus, us, we or the Company.

This proxy statement and solicitation is being made on behalf of the Board of Directors of Agenus Inc.

In accordance with the e-proxy rules approved by the Securities and Exchange Commission (SEC) and in connection with the solicitation of proxies by our Board of Directors, on or about April 28, 2016 we first sent a Notice of Internet Availability of Proxy Materials and provided access to our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2015 and a form of proxy) over the internet to each stockholder entitled to vote at the 2016 Annual Meeting. We intend to mail to requesting stockholders full sets of our proxy materials (consisting of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2015 and a form of proxy) on or about April 28, 2016.

Our Annual Report on Form 10-K for the year ended December 31, 2015 is also available on the Financial section of our corporate website at http://investor.agenusbio.com/sec-filings and through the SECs EDGAR system at http://www.sec.gov . To request a printed copy of our Annual Report on Form 10-K, which we will provide to you without charge, write to Investor Relations, Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421. No material on our website is part of this proxy statement.

1

VOTING PROCEDURES

YOUR VOTE IS IMPORTANT. PLEASE TAKE THE TIME TO VOTE. Stockholders have a choice of voting over the internet, by telephone, by mail using a proxy card, or in person at the 2016 Annual Meeting. Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you. If you vote over the internet, by telephone, or in person at the 2016 Annual Meeting, you do not need to return your proxy card.

Who can vote? Each share of our common stock that you owned as of the close of business on April 18, 2016 (the record date), entitles you to one vote on each matter to be voted upon at the 2016 Annual Meeting. On the record date, there were shares of Agenus common stock issued, outstanding, and entitled to vote.
Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to the notice and access rules adopted by the SEC, we provide stockholders access to our proxy materials over the internet. Accordingly, we sent a Notice of Internet Availability of Proxy Materials (Notice) to all of our stockholders as of the record date. The Notice includes instructions on how to access our proxy materials over the internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings of stockholders on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a...


More