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AGENUS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

April 25, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Stockholders on April 23, 2014 (the "Annual Meeting"). A total of 50,852,403 shares of common stock, representing 81.79% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: To elect the following nominees to the Board of Directors:

Nominee Total Vote "FOR" Total Vote "WITHHELD"

Garo H. Armen, PhD 31,845,620 287,536 Tom Dechaene 31,798,554 334,602 Shahzad Malik, MD 31,798,699 334,457



All of the nominees received a plurality of the votes cast by stockholders entitled to vote thereon and, therefore, Dr. Armen, Mr. Dechaene and Dr. Malik, were elected to the Board of Directors for terms of three years. To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended) to increase the number of shares of common stock authorized for issuance thereunder:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" 46,788,981 3,957,806 105,616



To approve an amendment to our 2009 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" Total Non-Votes 25,448,516 6,657,410 27,230 18,719,247



To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" Total Non-Votes 30,918,457 1,091,662 123,037 18,719,247



To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014:

Total Vote "FOR" Total Vote "AGAINST" Total Vote "ABSTAIN" 49,989,075 120,595 742,733 Item 9.01 Financial Statements and Exhibits (d) Exhibits



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The following exhibits are filed herewith: 3.1 Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation 10.1 Amendment No. Three to Agenus 2009 Equity Incentive Plan



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Source: Edgar Glimpses


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