Agenus Inc.

06/23/2026 | Press release | Distributed by Public on 06/23/2026 08:14

Proxy Results (Form 8-K)

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

Agenus Inc. (the "Company") held its Annual Meeting of Stockholders on June 16, 2026 (the "Annual Meeting"). A total of 27,098,077 shares of common stock, representing 65.24% of the shares outstanding and eligible to vote and constituting a quorum, were present at the Annual Meeting or represented by valid proxies. At the Annual Meeting, the Company's stockholders voted on the following matters, which are described in detail in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22nd, 2026: (i) to elect Garo Armen and Jennifer Buell as Class II Directors, each for a term of three years expiring at the 2029 Annual Meeting of Stockholders ("Proposal 1"); (ii) to approve an amendment to the Company's 2019 Employee Stock Purchase Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 150,000 shares to 200,000 shares ("Proposal 2"); (iii) to approve an amendment to the Company's Amended and Restated 2019 Equity Incentive Plan ("2019 EIP") to increase the aggregate shares available for issuance by 5,000,000 shares ("Proposal 3"); (iv) to approve a one-time stock option exchange program under the Company's 2019 EIP, the Amended and Restated 2009 Equity Incentive Plan, and the Company's 2015 Inducement Equity Plan, with premium strike prices applicable to director and executive officer replacement options ("Proposal 4"); (v) to approve, in a non-binding advisory vote, the compensation of the Company's named executive officers for 2025 ("Proposal 5") and (vi) to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 ("Proposal 6").

The Company's stockholders approved the Class II Director nominees recommended for election in Proposal 1 at the Annual Meeting.

The votes cast at the Annual Meeting were as follows:

Class II Director Nominee

For

Withheld

Broker Non-Votes

Garo Armen

13,371,144

6,116,636

7,610,297

Jennifer Buell

13,914,203

5,573,577

7,610,297

The Company's stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

15,162,365

4,154,008

171,407

7,610,297

The Company's stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

12,985,390

6,331,359

171,031

7,610,297

The Company's stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

10,034,030

9,252,690

201,060

7,610,297

The Company's stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

12,751,266

6,507,225

229,289

7,610,297

The Company's stockholders approved Proposal 6. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

24,100,465

2,501,607

496,005

0

Agenus Inc. published this content on June 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 14:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]