- Current report filing (8-K)
September 24 2010 - 7:01AM
Edgar (US Regulatory)
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):
September 22,
2010
ImmunoGen, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts
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0-17999
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04-2726691
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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830 Winter Street, Waltham, MA 02451
(Address of principal executive offices) (Zip
Code)
Registrants 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(a)
(d) Not applicable.
(e)
On September 22, 2010, the Board of Directors of ImmunoGen, Inc. (the
Company) approved certain amendments to the Companys 2006 Employee, Director
and Consultant Equity Incentive Plan (the 2006 Plan). The amendments effected the following changes
to the 2006 Plan:
·
The number of shares of
common stock authorized for issuance under the 2006 Plan was increased by 4,000,000,
subject to shareholder approval at the Companys annual meeting of shareholders
to be held on November 16, 2010.
·
Not more than 1,000,000 of
the total number of shares reserved for issuance under the 2006 Plan may be
granted as awards whose intrinsic value is not solely dependent on appreciation
in the price of the Companys common stock after the date of grant, also known
as full-value awards.
·
Except in the case of death,
disability, retirement or change of control (as defined in the 2006 Plan),
full-value awards shall not vest (1) in the case of performance-based
vesting, less than one year from the date of grant and (2) in the case of
time-based vesting, less than three years from the date of grant, provided that
time-based vesting may occur incrementally over such three-year period.
·
Notwithstanding the
foregoing, full-value awards may be granted to non-employee directors having
time-based vesting of less than three years so long as no more than 10% of the
shares reserved for issuance under the 2006 Plan may be granted in the aggregate
pursuant to such awards from and after September 22, 2010.
·
Only a committee consisting
solely of non-employee directors (or the full Board when only non-employee
directors are present and voting) shall have the authority to grant awards
under the 2006 Plan to non-employee directors or to amend the terms of such
awards in a manner that would accelerate their vesting, subject to the
limitation described below.
·
Except in the case of death,
disability, retirement or change of control (as defined in the 2006 Plan),
outstanding awards under the 2006 Plan may not be amended in a manner that
would accelerate their vesting.
·
Any stock appreciation
rights awarded under the 2006 Plan shall have a per share exercise price that
is not less than the fair market value (as defined in the 2006 Plan) per
share of the Companys common stock on the date of grant. Any stock appreciation right to be settled in
shares of the Companys common stock shall be counted in full against the
number of shares available for issuance under the 2006 Plan, regardless of the
number of exercise gain shares issued upon settlement of the stock appreciation
right.
2
A
summary of the other material terms and conditions of the 2006 Plan is set
forth in the Companys definitive Proxy Statement dated October 1, 2008,
filed with the Securities and Exchange Commission on October 1, 2008,
under the caption Amendment to 2006 Employee, Director and Consultant Equity
Incentive Plan to Increase the Number of Shares Authorized for Issuance
Thereunder (Notice Item 3). Such
description is incorporated herein by reference and is qualified in its
entirety by reference to the full text of the amended and restated 2006 Plan
filed as Exhibit 10.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 14, 2008.
(f)
Not applicable.
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.
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ImmunoGen, Inc.
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(Registrant)
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Date:
September 24, 2010
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/s/
Gregory D. Perry
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Gregory
D. Perry
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Senior
Vice President and Chief Financial Officer
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4
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