IMMUNOGEN, INC. : Change of Directors or Principal Officers, Submission of Questions to a Vote of Securityholders, Financial Statements and Supporting Documents (Form 8-K)

Article 5.02 – Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

At the 2022 annual meeting of shareholders of ImmunoGen, Inc. (the “Company”) held on June 15, 2022 (the “2022 Annual Meeting”), shareholders approved an amendment to our amended and restated 2018 Employee, Director and Consultant Stock Incentive Plan (the “Stock Incentive Plan”) ) to increase by 13,000,000 the number of shares authorized to be issued thereunder. The Board of Directors of the Company approved the modification of the stock incentive plan on April 1, 2022subject to shareholder approval.

A summary description of the terms of the stock incentive plan is set forth in the Company’s definitive proxy statement as Schedule 14A filed with the
Security and Exchange Commission on April 26, 2022 (the “Proxy Circular”) under the section of the Proxy Circular entitled “Amendments to our 2018 Equity Incentive Plan for employees, directors and consultants to increase the Number of Shares authorized to be issued hereunder (Proposal 4)” which is subject to the full text of the Equity Incentive Plan, a copy of which is attached hereto as Schedule 10.1 and incorporated herein by reference.

Section 5.07 – Submission of Matters to a Vote of Securityholders.

At the 2022 General Meeting, the shareholders fixed at nine the number of directors constituting the entire Board of Directors of the Company as follows:

For:                156,458,503
Against:                602,410
Abstain:                970,421

Non-voting brokers: 25,775,973

At the 2022 General Meeting, shareholders elected nine directors as follows:

                              FOR          WITHHELD      BROKER NON-VOTES
Stuart A. Arbuckle        153,948,650     4,082,684      25,775,973
Mark J. Enyedy            155,066,915     2,964,419      25,775,973
Mark Goldberg, MD         104,686,106     53,345,228     25,775,973
Tracey L. McCain, Esq.    153,314,079     4,717,255      25,775,973
Stephen C. McCluski       154,945,808     3,085,526      25,775,973
Dean J. Mitchell          104,724,631     53,306,703     25,775,973
Kristine Peterson         105,000,623     53,030,711     25,775,973
Helen M. Thackray, M.D.   156,597,980     1,433,354      25,775,973
Richard J. Wallace        154,720,595     3,310,739      25,775,973

At the 2022 annual meeting, shareholders voted to approve an amendment to our restated articles of association (the “Amendment”) to increase the number of authorized shares of our common stock from 300,000,000 to 600,000,000 as follows:

For:                177,336,256

Against:              5,516,937
Abstain:                954,114
Broker Non-Votes:             0

At the 2022 Annual Meeting, shareholders voted to approve the amendment to the Stock Incentive Plan to increase the number of shares authorized to be issued thereunder by 13,000,000 as follows :

For:                138,996,544
Against:             17,993,078
Abstain:              1,041,712

Non-voting brokers: 25,775,973

At the 2022 Annual Meeting, shareholders voted, in an advisory capacity, to approve the compensation paid to our Named Executive Officers, as described in the Proxy Circular (referred to as the “Say on Pay Advisory Vote”). “) as following :

For:                154,412,592
Against:              2,163,585
Abstain:              1,455,157

Non-voting brokers: 25,775,973

At the 2022 General Meeting, the shareholders ratified the appointment of Ernst & Young LLP as the registered independent public accounting firm of the Company for the year ending December 31, 2022 as following:

For:                179,042,753
Against:              3,897,306
Abstain:                867,248
Broker Non-Votes:             0

Item 9.01 – Financial statements and supporting documents.

(d) Exhibits.



Exhibit No.                               Description

10.1 Employee, Director and Consultant Equity Amended and Updated 2018

            Incentive Plan.

104 Cover page interactive data file (integrated in Inline XBRL

            (eXtensible Business Reporting Language) document).

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