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Seattle Genetics 8-K 2016

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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): May 20, 2016

 

 

Seattle Genetics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   0-32405   91-1874389

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

21823 30th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

(425) 527-4000

(Registrant’s telephone number, including area code)

 

 

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):

 

¨ 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangement. On May 20, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Seattle Genetics, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated 2007 Equity Incentive Plan (the “EIP”) to increase the aggregate number of shares of the Company’s common stock authorized for issuance under the EIP by 6,000,000 shares and to approve the award limits and other terms applicable to awards intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code.

The amendment and restatement of the EIP (as so amended and restated, the “Restated EIP”), previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Restated EIP became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Restated EIP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2016 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Restated EIP, which is attached as Appendix A to the Proxy Statement.

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

At the Annual Meeting, the Company’s stockholders voted on the four proposals listed below. The final results of the votes regarding each proposal are set forth below. The proposals are described in detail in the Proxy Statement.

 

  1. To elect the following three Class III directors to hold office until the Company’s 2019 Annual Meeting of Stockholders.

 

Name

  

Votes

For

    

Votes

Withheld

    

Broker

Non-Votes

 

Srinivas Akkaraju, M.D., Ph.D.

     113,376,306         841,081         11,625,953   

Marc E. Lippman, M.D.

     113,061,242         1,156,145         11,625,953   

Daniel G. Welch

     111,293,523         2,923,864         11,625,953   

 

  2. To approve the amendment and restatement of the EIP to increase the aggregate number of shares of common stock authorized for issuance thereunder by 6,000,000 shares and to approve the award limits and other terms applicable to awards intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

103,018,560

   11,128,900    69,927    —  

 

  3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

124,582,833

   1,124,807    135,700    —  

 

  4. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

110,340,337

   3,792,658    84,392    11,625,953


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.

 

        SEATTLE GENETICS, INC.
Date: May 25, 2016     By:  

/s/ Clay B. Siegall

     

Clay B. Siegall

President and Chief Executive Officer

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