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): November 16, 2010
ImmunoGen, Inc.
(Exact name of registrant as specified in its charter)
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Massachusetts |
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0-17999 |
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04-2726691 |
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(State or other |
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(Commission File |
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(IRS Employer |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 17, 2010, ImmunoGen, Inc. (the “Company”) entered into a Ninth Amendment of Lease with Bobson 333 LLC with respect to the Company’s facility located at 333 Providence Highway, Norwood, Massachusetts (the “Ninth Amendment”). The Ninth Amendment extends the current term of the lease for the facility for an additional seven years, ending on June 30, 2018, with an option to further extend the lease term for an additional five years ending on June 30, 2023. Pursuant to the Ninth Amendment, the Company will pay annual base rent as follows: from November 17, 2010 through June 30, 2011, at an annualized rate of $824,750.00; from July 1, 2011 through June 30, 2013, at an annualized rate of $745,450.00; from July 1, 2013 through June 30, 2015, at an annualized rate of $767,375.00; and from June 1, 2015 through June 30, 2018, at an annualized rate of $789,300.00. The annual base rent during the 5-year extension term from July 1, 2018 through June 30, 2023 will be at an annualized rate of $920,850.00.
Pursuant to the Ninth Amendment, Bobson 333 LLC has granted the Company a right of first offer with respect to additional space located adjacent to the Company’s Norwood facility. Any annual base rent for any space taken by the Company pursuant to this right will be calculated at the same per square foot rate as the current Norwood facility. All other terms and conditions of the current lease, as amended by the Ninth Amendment, will apply to any such additional space, except that the Company’s pro-rata share for real estate taxes and common area charges will be increased to reflect such additional space.
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(a) — (d) Not applicable.
(e) At the 2010 annual meeting of shareholders held on November 16, 2010 (the “2010 Annual Meeting”), the Company’s shareholders approved an amendment to the Company’s 2006 Employee, Director and Consultant Equity Incentive Plan (the “2006 Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000.
A summary of the material terms and conditions of the 2006 Plan is set forth in the Company’s definitive Proxy Statement dated October 4, 2010, filed with the Securities and Exchange Commission on October 4, 2010, under the caption “Amendment to 2006 Employee, Director and Consultant Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Thereunder by 4,000,000 (Notice Item 3).” Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the amended and restated 2006 Plan filed as Exhibit 10.2 to this Current Report on Form 8-K.
(f) Not applicable.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
As stated above, the 2010 Annual Meeting was held on November 16, 2010. At the 2010 Annual Meeting, shareholders fixed the number of Directors constituting the full Board of Directors at nine. The voting results were as follows:
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For: |
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55,323,692 |
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Against |
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845,716 |
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Abstain |
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146,319 |
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Broker Non-Votes |
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0 |
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At the 2010 Annual Meeting, shareholders elected nine Directors as follows:
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FOR |
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WITHHELD |
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BROKER NON-VOTES |
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Daniel M. Junius |
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36,693,202 |
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332,306 |
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19,290,219 |
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Stephen C. McCluski |
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36,698,082 |
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327,426 |
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19,290,219 |
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David W. Carter |
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36,469,130 |
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556,378 |
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19,290,219 |
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Nicole Onetto, MD |
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36,698,319 |
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327,189 |
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19,290,219 |
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Howard H. Pien |
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36,376,669 |
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648,839 |
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19,290,219 |
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Mitchel Sayare, Ph.D. |
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36,576,077 |
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449,431 |
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19,290,219 |
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Mark Skaletsky |
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36,509,001 |
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516,507 |
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19,290,219 |
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Joseph J. Villafranca, Ph.D. |
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36,697,819 |
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327,689 |
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19,290,219 |
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Richard J. Wallace |
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36,462,363 |
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563,145 |
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19,290,219 |
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At the 2010 Annual Meeting, shareholders approved an amendment to the 2006 Plan to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 as follows:
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For: |
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35,107,648 |
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Against |
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1,837,986 |
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Abstain |
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79,874 |
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Broker Non-Votes |
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19,290,219 |
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At the 2010 Annual Meeting, shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011 as follows:
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For: |
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55,728,262 |
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Against |
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238,349 |
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Abstain |
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349,116 |
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Broker Non-Votes |
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0 |
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d): The following exhibit is being furnished herewith:
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Exhibit |
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Exhibit |
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10.1 |
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Ninth Amendment to Lease dated as of November 17, 2010 by and between Bobson 333 LLC, lessor, and the Company |
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10.2 |
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2006 Employee, Director and Consultant Equity Incentive Plan, as amended and restated through November 16, 2010 |
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.
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ImmunoGen, Inc. |
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(Registrant) |
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Date: November 18, 2010 |
/s/ Gregory D. Perry |
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Gregory D. Perry |
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Senior Vice President and Chief Financial Officer |