---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-167911"
form_type: "8-K"
ticker: "AGEN"
cik: "0001098972"
company_name: "AGENUS INC"
filed_at: "2023-06-15T23:59:59+00:00"
generated_at: "2026-06-13T23:40:18.563468+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Agenus stockholders elect directors, approve ESPP share increase to 2M shares

## Summary
- All three Class II director nominees elected: Garo H. Armen, Susan Hirsch, Ulf Wiinberg (each >190M for, 0 against).
- Amendment to 2019 ESPP approved (189.7M for, 13.7M against), doubling authorized shares from 1M to 2M.
- Non-binding advisory vote on executive compensation passed (181.3M for, 19.2M against, 3.8M abstain).
- Ratification of KPMG as auditor for FY2023 approved (245.1M for, 5.8M against).
- Stockholders recommended annual frequency for future advisory votes on exec compensation; company will hold annual votes.

## SEC filing metadata
- accession: 0001193125-23-167911
- form_type: 8-K
- ticker: AGEN
- cik: 0001098972
- company_name: AGENUS INC
- filed_at: 2023-06-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/d504644d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-167911
- JSON: https://secwatch.observer/filing/0001193125-23-167911.json
- Plain text: https://secwatch.observer/filing/0001193125-23-167911.txt

## Key facts
- Shareholder Votes
  AGENUS INC shareholders approved Non-binding advisory vote on frequency of future advisory votes on executive compensation at the 2023-06-12 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: For Proposal 5, the Company’s stockholders recommended future advisory votes on the compensation of the Company’s named executive officers annually. The votes cast at the Annual Meeting were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 144,789,017 1,248,664 53,203,682 5,075,670 48,721,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm
- Shareholder Votes
  AGENUS INC shareholders approved Approve amendment to Company’s 2019 Employee Stock Purchase Plan to increase shares from 1,000,000 to 2,000,000 at the 2023-06-12 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 189,724,965 13,716,185 876,063 48,721,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm
- Shareholder Votes
  AGENUS INC shareholders approved Ratify appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 245,143,313 5,803,615 2,091,882 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm
- Shareholder Votes
  AGENUS INC shareholders approved Election of Garo H. Armen, Susan Hirsch, and Ulf Wiinberg as Class II directors at the 2023-06-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class II directors as follows: Class I Director Nominees For Against Withheld Broker Non-Votes Garo H. Armen 192,604,048 0 11,713,165 48,721,597 Susan Hirsch 193,910,825 0 10,406,388 48,721,597 Ulf Wiinberg 190,912,519 0 13,404,694 48,721,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm
- Shareholder Votes
  AGENUS INC shareholders approved Non-binding advisory vote on compensation of named executive officers at the 2023-06-12 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-12
  source text: The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 181,293,807 19,195,313 3,828,093 48,721,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1098972/000119312523167911/0001193125-23-167911-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.