Form 8-K

 

 

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): May 18, 2012

 

 

Seattle Genetics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   0-32405   91-1874389

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

21823 30th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

(425) 527-4000

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

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

On May 18, 2012, at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Seattle Genetics, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) to increase the number of shares of the Company’s common stock authorized for issuance under the 2007 Plan by 4,000,000 shares and to effect certain other changes to the 2007 Plan as follows:

 

  •  

increasing the maximum aggregate number of shares the Company’s common stock that may be issued under the 2007 Plan through incentive stock options to 16,500,000 shares;

 

  •  

clarifying that the prohibition in the 2007 Plan on repricing stock options without prior stockholder approval that applies to underwater awards also applies to stock appreciation rights and also prohibits the cancellation of such awards in exchange for cash or other stock awards under the 2007 Plan; and

 

  •  

extending the term of the 2007 Plan to May 18, 2022.

The amendment and restatement of the 2007 Plan (as so amended and restated, the “Restated 2007 Plan”), previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Restated 2007 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Restated 2007 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 13, 2012 (the “Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the text of the Restated 2007 Plan, which is attached as Appendix A to the Proxy Statement.

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

At the Annual Meeting held on May 18, 2012, the Company’s stockholders voted on the five proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Proxy Statement.

 

  1. To elect the following three Class II directors to hold office until the Company’s 2015 Annual Meeting of Stockholders.

 

Name

    Votes
For		      Votes
Withheld		      Broker
Non-Votes		  

Clay B. Siegall

      93,855,881         290,400         10,951,749   

Felix Baker

      93,806,049         340,232         10,951,749   

Nancy A. Simonian

      92,221,752         1,924,529         10,951,749   

 

  2. To approve the amendment and restatement of the Seattle Genetics, Inc. Amended and Restated 2007 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 4,000,000 shares and to make certain other changes thereto as described in the Proxy Statement.

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

77,705,305

    16,393,175    47,801    10,951,749

  3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

104,882,944

    147,499    67,587    —  

 

  4. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

92,796,708

    1,280,041    69,532    10,951,749

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.

 

    SEATTLE GENETICS, INC.
Date: May 22, 2012   By:  

/s/ Clay B. Siegall

   

Clay B. Siegall

President and Chief Executive Officer