Pay Concerns Surface as Agenus Option Exchange Fails in 2025 Meeting

Rhea-AI Filing Summary

Agenus (Nasdaq: AGEN) filed an 8-K detailing the results of its 17 June 2025 Annual Meeting, where 16.71 million shares—61.5 % of shares outstanding—were represented.

Board elections: Class I directors Brian Corvese (5.99 m for / 4.83 m withheld) and Timothy Wright (6.86 m for / 3.96 m withheld) were elected to serve until 2028.

Equity & compensation matters:

• Stockholders approved expanding the 2019 Equity Incentive Plan to 12.05 m shares, adding 7.0 m shares (6.14 m for / 4.59 m against / 0.08 m abstain).
• They approved raising share limits on the Directors’ Deferred Compensation Plan (+25 k shares) and the 2019 ESPP (+50 k shares).
• A one-time option exchange was rejected (4.87 m for / 5.82 m against).
• The advisory say-on-pay resolution was also rejected (5.16 m for / 5.18 m against).

Audit: KPMG LLP was ratified for FY 2025 (13.62 m for / 2.87 m against).

The voting pattern shows notable shareholder resistance to current compensation practices—even as additional share reserves for future equity awards were endorsed—signalling potential governance scrutiny ahead.

Positive

• None.

Negative

• Stockholders rejected the proposed one-time option exchange (Proposal 5) with 5.82 million votes against versus 4.87 million for, signalling disapproval of option repricing.
• The non-binding say-on-pay resolution (Proposal 6) failed, with 5.18 million votes against versus 5.16 million for, indicating dissatisfaction with executive compensation practices.

Insights

Corporate Governance Expert

TL;DR – Pay and option proposals fail; governance sentiment turns cautious.

The filing reveals two key shareholder rebukes: the say-on-pay defeat and the rejection of a one-time option exchange. Such outcomes are uncommon and highlight growing investor discontent with management’s compensation structure. While board nominees were approved and the equity plan expansion passed, these negative votes could pressure the board to revisit pay philosophy and disclosure clarity. The approved 7 m-share increase raises potential dilution, but the vote margin (57 % in favour) shows adequate support. Overall, the mix of approvals and rejections suggests heightened governance risk and may influence proxy advisory stances in future meetings.

Compensation Analyst

TL;DR – Compensation structure faces investor pushback despite larger equity pool.

The company secured authorization for a 139 % increase in shares under its 2019 EIP, ensuring flexibility for talent retention. However, the simultaneous failure of both the option-exchange proposal and the advisory pay vote indicates that shareholders are uncomfortable with perceived repricing mechanics and overall pay-for-performance alignment. Management still gains access to additional share capital, but any future award design will likely attract closer scrutiny. Institutional investors may demand tighter performance hurdles or reduced dilution to realign interests.

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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): June 17, 2025

AGENUS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-29089	06-1562417
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Forbes Road
Lexington, Massachusetts				02421
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 674-4400

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		AGEN		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Agenus Inc. (the “Company”) held its Annual Meeting of Stockholders on June 17, 2025 (the “Annual Meeting”). A total of 16,711,637 shares of common stock, representing 61.5% 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 18, 2025: (i) to elect Brian Corvese and Timothy Wright as a Class I directors, each for a term of three years expiring at the 2028 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve an amendment to the Company’s Amended and Restated 2019 Equity Incentive Plan (“2019 EIP”) to increase the number of shares of common stock authorized for issuance thereunder from 5,050,000 shares to 12,050,000 shares (“Proposal 2”); (iii) to approve an amendment to the Company’s Amended and Restated Directors’ Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance thereunder from 63,750 shares to 88,750 shares (“Proposal 3”); (iv) 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 100,000 shares to 150,000 shares (“Proposal 4”); (v) to approve a one-time exchange of options to purchase shares under our 2019 EIP, our Amended and Restated 2009 Equity Incentive Plan, and our 2015 Inducement Equity Plan (“Proposal 5”); (vi) approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (“Proposal 6”); and (vii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 7”).

The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting.

The votes cast at the Annual Meeting were as follows:

Class I Director Nominee		For			Withheld		Broker Non-Votes
Brian Corvese		5,990,696			4,826,366		5,894,575
Timothy Wright		6,857,208			3,959,854		5,894,575

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

For		Against		Abstain		Broker Non-Votes
6,141,762		4,593,951		81,349		5,894,575

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

For		Against		Abstain		Broker Non-Votes
6,967,755		3,759,541		89,766		5,894,575

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

For		Against		Abstain		Broker Non-Votes
7,632,807		3,112,164		72,091		5,894,575

The Company’s stockholders did not approve Proposal 5. The votes cast at the Annual Meeting were as follows:

For		Against		Abstain		Broker Non-Votes
4,869,821		5,824,232		123,009		5,894,575

The Company’s stockholders did not approve Proposal 6. The votes cast at the Annual Meeting were as follows:

For		Against		Abstain		Broker Non-Votes
5,162,339		5,184,095		470,628		5,894,575

The Company’s stockholders approved Proposal 7. The votes cast at the Annual Meeting were as follows:

For		Against		Abstain		Broker Non-Votes
13,618,003		2,874,982		218,652		0

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.

Date:	June 20, 2025	By:	/s/ Christine M. Klaskin
			Christine M. Klaskin VP Finance

FAQ

How did AGEN shareholders vote on executive compensation in 2025?

The advisory say-on-pay proposal was rejected, receiving 5,162,339 votes for and 5,184,095 votes against, with 470,628 abstentions.

Did Agenus increase the share pool for its 2019 Equity Incentive Plan?

Yes. Shareholders approved increasing authorized shares from 5,050,000 to 12,050,000, a 7,000,000-share expansion.

What was the outcome of the one-time option exchange proposal at AGEN's 2025 meeting?

The option exchange (Proposal 5) was not approved, with 4,869,821 votes for and 5,824,232 votes against.

Who was elected to Agenus's board as Class I directors in 2025?

Brian Corvese and Timothy Wright were elected, securing 5.99 m and 6.86 m votes for, respectively.

Was KPMG ratified as Agenus's independent auditor for FY 2025?

Yes. Stockholders ratified KPMG LLP with 13,618,003 votes for, 2,874,982 against, and 218,652 abstentions.