DEF 14A 1 imgn-20210616xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12


ImmunoGen, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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◻	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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	(2)		Form, Schedule or Registration Statement No.:

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April 28, 2021

Dear Shareholder:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of ImmunoGen, Inc. (“Annual Meeting”) to be held on Wednesday, June 16, 2021, beginning at 9:00 a.m., Eastern Time, in a virtual-only meeting format.

The accompanying Notice of Annual Meeting of Shareholders and proxy statement describe the matters that will be presented at our Annual Meeting. The agenda for the meeting includes proposals to fix the number of members of our Board of Directors at seven, to elect seven members to our Board of Directors, to increase the number of shares issuable pursuant to our 2018 Employee, Director and Consultant Equity Incentive Plan (the “2018 Plan”), to hold an advisory vote on executive compensation, and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021. The Board of Directors recommends that you vote FOR its proposal to fix the number of members of our Board of Directors at seven, FOR the election of its slate of directors, FOR the proposed increase in the number of shares issuable under our 2018 Plan, FOR approval of the compensation of our named executive officers as disclosed in the proxy statement, and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Please refer to the proxy statement for detailed information on each of the proposals. Your vote is important. Whether or not you expect to attend the virtual meeting, your shares should be represented. Therefore, we urge you to vote promptly to ensure that your shares are represented at the Annual Meeting and in accordance with the instructions set forth in either the Notice Regarding the Availability of Proxy Materials or the proxy card that you received. This will ensure your proper representation at our Annual Meeting.


	Sincerely


	MARK J. ENYEDY
	President and
	Chief Executive Officer

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY PROMPTLY.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 16, 2021

To Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ImmunoGen, Inc. (“Annual Meeting”) will be held on Wednesday, June 16, 2021, beginning at 9:00 a.m., Eastern Time, in a virtual-only meeting format, for the following purposes:

To fix the number of members of the Board of Directors at seven.

To elect seven members of the Board of Directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified.

To approve an amendment to our 2018 Employee, Director and Consultant Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 6,600,000.

To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.

To transact such other business as may properly come before the meeting or at any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 12, 2021 as the record date for the meeting (the “Record Date”). All shareholders of record on that date are entitled to notice of and to vote at the meeting. We plan to begin mailing the Notice Regarding the Availability of Proxy Materials on or about April 28, 2021. Our proxy materials, including this proxy statement and our 2020 annual report, will also be available on or about April 28, 2021 on the website referred to in the Notice Regarding the Availability of Proxy Materials.

You are cordially invited to attend the Annual Meeting virtually. Whether or not you expect to attend the meeting, please vote as soon as possible. If you attend the virtual meeting, you may continue to have your shares voted by proxy as previously instructed or you may withdraw your vote and vote your shares during the meeting.

The Annual Meeting will be held entirely online via live audio webcast due to the public health impact of the COVID- 19 pandemic and to support the health and wellness of our shareholders, directors, team members, and guests. The virtual Annual Meeting will also allow for greater participation by all of our shareholders, regardless of their geographic location. To attend the Annual Meeting, examine our list of shareholders, vote, or submit your questions during the Annual Meeting, go to https://east.virtualshareholdermeeting.com/IMGN2021. You may log into the Annual Meeting by entering your unique 16-digit control number found on your Notice Regarding the Availability of Proxy Materials, proxy card, or voting instruction form. For more information about how to attend the Annual Meeting online, please see the questions and answers section in this proxy statement. Prior to the Annual Meeting, you will also be able to vote at www.proxyvote.com and by the other methods described in this proxy statement.


	By Order of the Board of Directors

	JOSEPH J. KENNY
	Secretary
	April 28, 2021

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TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
VOTING SECURITIES	4
ELECTION OF DIRECTORS (Proposals 1 and 2)	7
CORPORATE GOVERNANCE	9
DIRECTOR COMPENSATION	13
AMENDMENT TO OUR 2018 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER BY 6,600,000 (Proposal 3)	16
EXECUTIVE OFFICERS	22
EXECUTIVE COMPENSATION	22
COMPENSATION COMMITTEE REPORT	43
ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT (Proposal 4)	43
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 5)	44
REPORT OF THE AUDIT COMMITTEE	45
DELINQUENT 16(a) REPORTS	45
SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING	45
CERTAIN MATTERS RELATING TO PROXY MATERIALS	46
OTHER MATTERS	46
ANNUAL REPORT ON FORM 10-K	46
EXHIBIT A – AMENDED AND RESTATED 2018 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN	A-1

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830 Winter Street

Waltham, MA 02451

PROXY STATEMENT

2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2021

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

How will the Annual Meeting be conducted?

How do I attend the Annual Meeting? What if I have technical difficulties or trouble accessing the Annual Meeting?

If you are a registered shareholder or beneficial owner of common stock at the close of business on the Record Date, you may attend the Annual Meeting by visiting https://east.virtualshareholdermeeting.com/IMGN2021 and logging in by entering the 16-digit control number found on your Notice of Internet Availability, proxy card, or voting instruction form, as applicable. If you lost your 16-digit control number or are not a shareholder, you will be able to attend the meeting as a guest by visiting https://east.virtualshareholdermeeting.com/IMGN2021 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares, examine our list of shareholders, or submit questions during the meeting.

You may log into the Annual Meeting beginning at 8:45 a.m. Eastern Time on June 16, 2021 and the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. You should allow ample time to log in to the Annual Meeting and test your computer audio system. If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll free number that will be available on our virtual shareholder login site (at https://east.virtualshareholdermeeting.com/IMGN2021) for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting, at 8:45 a.m. Eastern Time on June 16, 2021.

Shareholders will also be able to submit questions through the platform being used for the Annual Meeting. Shareholders may ask questions that are confined to matters properly presented at the Annual Meeting and of general concern to the company.

A list of shareholders of record will be available during the virtual Annual Meeting for inspection by shareholders at https://east.virtualshareholdermeeting.com/IMGN2021.

Why are these materials being made available to me?

We are making these proxy materials available to you on or about April 28, 2021, in connection with the solicitation of proxies by the Board of Directors of ImmunoGen, Inc. (“ImmunoGen”) for our Annual Meeting, and any adjournment or postponement of that meeting. The meeting will be held on Wednesday, June 16, 2021, beginning at 9:00 a.m., Eastern Time, in a virtual-only meeting format. We intend to mail a Notice Regarding the Availability of Proxy Materials (referred to elsewhere in this proxy statement as the “Notice”) to all shareholders of record entitled to vote at the annual meeting on or about April 28, 2021. The Notice will instruct you as to how you may obtain access and review all of the important information contained in the proxy materials, including the proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice for requesting such materials.

You are invited to attend the meeting, and we request that you vote on the proposals described in this proxy statement. You do not need to attend the meeting to vote your shares. Instead, you may have your shares voted at the meeting on your behalf by following the instructions below to submit your proxy on the Internet. Alternatively, if you received a printed copy

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of these materials, you may complete, sign, and return the accompanying proxy card or submit your proxy by telephone as described below in order to have your shares voted at the meeting on your behalf.

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our shareholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each shareholder. Most shareholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should lower the costs of the annual meeting, and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

What am I voting on?

There are five matters scheduled for a vote:

●

To fix the number of members of our Board of Directors at seven;

●

To elect seven nominees to our Board of Directors;

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To approve an amendment to our 2018 Employee, Director and Consultant Equity Incentive Plan, (the “2018 Plan”), to increase the number of shares of common stock authorized for issuance by 6,600,000;

●

To approve, on an advisory basis, the compensation paid to our named executive officers, as described in this proxy statement; and

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.

Who can attend and vote at the meeting?

Shareholders of record at the close of business on April 12, 2021 are entitled to attend and vote at the meeting. Each share of our common stock is entitled to one vote on all matters to be voted on at the meeting, and can be voted only if the record owner is present to vote or is represented by proxy.

What constitutes a quorum at the meeting?

The presence at the meeting, virtually or represented by proxy, of the holders of a majority of our common stock outstanding on April 12, 2021, the record date, will constitute a quorum for purposes of the meeting. On the record date, 199,942,152 shares of our common stock were outstanding. For purposes of determining whether a quorum exists, proxies received but marked “abstain” and so-called “broker non-votes” (described below) will be counted as present.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How do I vote by proxy?

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to either:

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vote on the Internet pursuant to the instructions provided in the Notice or proxy card you received by mail, or

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request printed copies of the proxy materials by mail pursuant to the instructions provided in the Notice, and either

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complete, sign, date, and return the proxy card you will receive in response to your request, or

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vote by telephone (toll-free) in the United States or Canada or on the Internet, in accordance with the instructions provided in the Notice or proxy card.

Requests for printed copies of the proxy materials should be made no later than June 2, 2021, to ensure that they will be received in time for you to cast your vote on a timely basis. Please note that the Notice is not a proxy card or a ballot, and any attempt to vote your shares by marking and returning the Notice will be ineffective.

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If you properly complete and deliver your proxy (whether electronically, by mail, or by telephone) and it is received by 11:59 p.m. Eastern Time on June 15, 2021, your shares will be voted as you direct. If you sign, date, and return a proxy card but do not specify how your shares are to be voted, then your shares will be voted as follows:

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FOR the proposal to fix the number of members of our Board of Directors at seven;

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FOR the election of the seven nominees named below under “Election of Directors”;

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FOR approval of the amendment to the 2018 Plan to increase the number of shares authorized for issuance thereunder by 6,600,000;

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FOR approval, on an advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement; and

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FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.

If any other matter properly comes before the meeting or at any adjournments or postponements thereof, the person acting as your proxy will vote your shares in his discretion. At present we do not know of any other business that is intended to be brought before or acted upon at the meeting.

How do I vote if my shares are held by my broker?

If your shares are held by your broker in “street name,” you will need to instruct your broker how to vote your shares in the manner provided by your broker. You may also log into the Annual Meeting by entering your 16-digit control number found on your voting instruction form and vote your shares during the meeting.

What discretion does my broker have to vote my shares held in “street name”?

A broker holding your shares in “street name” must vote those shares according to any specific instructions it receives from you. If specific instructions are not received, your broker’s ability to vote your shares in its discretion is dependent on the type of proposal involved. A broker generally may not vote on “non-routine” matters without receiving your specific voting instructions. The election of directors and the votes on fixing the size of the board, the amendment to the 2018 Plan, and the advisory proposal on executive compensation are considered “non-routine” matters. Accordingly, if such a matter comes before the meeting and you have not specifically instructed your broker how to vote your shares, your shares will not be voted on that matter, giving rise to what is called a “broker non-vote.” Shares represented by broker non-votes will be counted for purposes of determining the existence of a quorum for the transaction of business, but for purposes of determining the number of shares voting on a particular proposal broker non-votes will not be counted as votes cast or shares voting. The vote on the ratification of the selection of our independent auditors is considered a “routine” matter, and a broker would therefore be able to vote on this proposal even if it does not receive your specific instructions. As a result, we do not expect any broker non-votes will exist in connection with such proposal.

Can I change my vote after I have already voted?

Yes. You may change your vote at any time before your proxy is exercised. To change your vote, you may:

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Deliver to our corporate secretary a written notice revoking your earlier vote;

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Submit a properly completed and signed proxy card with a later date;

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Vote again telephonically or electronically (available until 11:59 p.m. Eastern Time on June 15, 2021); or

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Vote at the virtual meeting.

Your last properly cast vote will be counted. Your attendance at the virtual meeting will not by itself be deemed to revoke a previously delivered proxy.

If your shares are held in “street name,” you should contact your broker for instructions on changing your vote.

How are votes counted?

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Proposal 1 - Proposal fixing the number of members of our Board of Directors at seven: Approval of this proposal requires the favorable vote of a majority of the votes cast on the matter. Abstentions and broker non-votes will have no effect on the outcome of voting on this matter.

SEC Form DEF 14A filed by ImmunoGen, Inc.