Agenus holders back equity plans, auditor

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FORM 8-K

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

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Agenus (AGEN) stockholders vote on at the 2026 annual meeting?

Were Agenus (AGEN) directors re-elected at the 2026 annual meeting?

How did Agenus (AGEN) change its employee stock purchase and equity plans?

Did Agenus (AGEN) stockholders approve the executive compensation for 2025?

Who will serve as Agenus (AGEN) independent auditor for fiscal 2026?

What was the quorum and participation level at the Agenus (AGEN) 2026 meeting?

Agenus Inc. reported results of its Annual Meeting of Stockholders held on June 16, 2026, where 27,098,077 shares, or 65.24% of shares eligible to vote, were represented, establishing a quorum.

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8-K

Agenus Inc. reported results of its Annual Meeting of Stockholders held on June 16, 2026, where 27,098,077 shares, or 65.24% of shares eligible to vote, were represented, establishing a quorum. Stockholders elected Class II directors Garo Armen and Jennifer Buell for three-year terms and approved amendments to the 2019 Employee Stock Purchase Plan, increasing shares authorized from 150,000 to 200,000, and to the 2019 Equity Incentive Plan, adding 5,000,000 shares available for issuance. They also approved a one-time stock option exchange program, endorsed 2025 executive compensation in a non-binding advisory vote, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Shares represented at meeting: 27,098,077 shares Voting participation: 65.24% ESPP shares authorized: 200,000 shares +5 more

8 metrics

Shares represented at meeting 27,098,077 shares Common stock present or by proxy at Annual Meeting

Voting participation 65.24% Percentage of shares outstanding and eligible to vote represented

ESPP shares authorized 200,000 shares 2019 Employee Stock Purchase Plan after increase from 150,000

Equity plan increase 5,000,000 shares Additional shares available under 2019 Equity Incentive Plan

Auditor ratification votes for 24,100,465 votes Votes in favor of ratifying KPMG LLP for fiscal 2026

Proposal 4 votes for 10,034,030 votes Support for one-time stock option exchange program

Director vote for Armen 13,371,144 votes Votes for Garo Armen as Class II Director

Director vote for Buell 13,914,203 votes Votes for Jennifer Buell as Class II Director

Annual Meeting of Stockholders, 2019 Employee Stock Purchase Plan, 2019 Equity Incentive Plan, stock option exchange program, +2 more

6 terms

Annual Meeting of Stockholders financial

"Agenus Inc. held its Annual Meeting of Stockholders on June 16, 2026"

2019 Employee Stock Purchase Plan financial

"to increase the number of shares of common stock authorized for issuance thereunder from 150,000 shares to 200,000 shares"

2019 Equity Incentive Plan financial

"to increase the aggregate shares available for issuance by 5,000,000 shares"

stock option exchange program financial

"to approve a one-time stock option exchange program under the Company’s 2019 EIP"

non-binding advisory vote financial

"to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers for 2025"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"The votes cast at the Annual Meeting were as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Stockholders voted on director elections, increases to the employee stock purchase and equity incentive plans, a one-time option exchange program, a say-on-pay vote for 2025 compensation, and ratification of KPMG LLP as independent auditor for 2026.

Yes. Garo Armen and Jennifer Buell were elected as Class II Directors for three-year terms expiring at the 2029 Annual Meeting, receiving 13,371,144 and 13,914,203 votes in favor, respectively, with additional votes withheld and broker non-votes recorded.

Stockholders approved raising the 2019 Employee Stock Purchase Plan share authorization from 150,000 to 200,000 and increasing available shares under the 2019 Equity Incentive Plan by 5,000,000, expanding capacity for future employee and executive equity awards.

Yes. In a non-binding advisory vote, stockholders approved the compensation of Agenus’ named executive officers for 2025, with 12,751,266 votes for, 6,507,225 against, 229,289 abstentions, and 7,610,297 broker non-votes recorded in the results.

Stockholders ratified KPMG LLP as Agenus’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 24,100,465 votes for, 2,501,607 against, and 496,005 abstentions, and no broker non-votes reported on this proposal.

A total of 27,098,077 shares of common stock were present or represented by valid proxies, representing 65.24% of shares outstanding and eligible to vote, which constituted a quorum for conducting business at the Annual Meeting of Stockholders.

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Accepted by SEC EDGAR 06/23/2026 - 10:14 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 16, 2026

    

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 Stock 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. ☐

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:

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

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

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

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 23, 2026	By:	/s/ Garo H. Armen
			Garo H. Armen Chairman and CEO

Source: View Original Filing on SEC EDGAR

Broker Non-Votes

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