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 8, 2011

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-17999

 

04-2726691

(State or other

 

(Commission File

 

(IRS Employer

jurisdiction of

 

Number)

 

Identification No.)

incorporation)

 

 

 

 

 

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

At the 2011 annual meeting of shareholders of ImmunoGen, Inc. (the “Company”) held on November 8, 2011 (the “2011 Annual Meeting”), shareholders voted to fix the number of Directors constituting the full Board of Directors at eight as follows:

 

For:

 

66,172,867

Against

 

408,510

Abstain

 

325,595

Broker Non-Votes

 

0

 

At the 2011 Annual Meeting, shareholders elected eight Directors as follows:

 

 

 

FOR

 

WITHHELD

 

BROKER NON-VOTES

 

Mark Skaletsky

 

45,024,582

 

459,222

 

21,423,168

 

Joseph J. Villafranca, Ph.D.

 

45,385,443

 

98,361

 

21,423,168

 

Nicole Onetto, MD

 

45,385,889

 

97,915

 

21,423,168

 

Stephen C. McCluski

 

45,383,784

 

100,020

 

21,423,168

 

Richard J. Wallace

 

45,300,521

 

183,283

 

21,423,168

 

Daniel M. Junius

 

45,383,176

 

100,628

 

21,423,168

 

Howard H. Pien

 

45,273,248

 

210,556

 

21,423,168

 

Mark Goldberg, MD

 

45,378,120

 

105,684

 

21,423,168

 

 

At the 2011 Annual Meeting, shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as described in the Company’s proxy statement (the “say-on-pay vote”) as follows:

 

For:

 

44,570,870

 

Against

 

807,316

 

Abstain

 

105,618

 

Broker Non-Votes

 

21,423,168

 

 

At the 2011 Annual Meeting, shareholders voted, on an advisory basis, on the frequency of future “say-on-pay” votes (“say-on-frequency vote”) as follows:

 

One year

 

31,203,084

 

Two years

 

11,976,609

 

Three years

 

2,232,461

 

Abstain

 

71,650

 

 

At the 2011 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, 2012 as follows:

 

For:

 

65,989,809

 

Against

 

320,659

 

Abstain

 

596,504

 

Broker Non-Votes

 

0

 

 

2



 

After taking into consideration the results of the “say-on-frequency vote” at the 2011 Annual Meeting, the Board of Directors has determined to include “say-on-pay” votes in the Company’s proxy materials on an annual basis until the next required “say-on-frequency vote” by shareholders.

 

3



 

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.

 

 

 

ImmunoGen, Inc.

 

(Registrant)

 

 

Date: November 9, 2011

/s/ Gregory D. Perry

 

 

 

Gregory D. Perry

 

Executive Vice President and Chief Financial Officer

 

4