UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 19, 2017
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Seattle Genetics, Inc. (the “Company”) held on May 19, 2017, 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 Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2017 (the “Proxy Statement”).
| 1. | To elect the following two Class I directors to hold office until the Company’s 2020 Annual Meeting of Stockholders. |
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
David W. Gryska | 123,796,278 | 1,083,624 | 9,728,782 | |||||||||
John A. Orwin | 124,370,870 | 509,032 | 9,728,782 | |||||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
| Votes For | Votes Against | Abstentions | BrokerNon-Votes | |||||||||||
| 133,524,539 | 934,942 | 149,203 | — | |||||||||||
| 3. | 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 | BrokerNon-Votes | |||||||||||
| 122,684,286 | 1,369,162 | 826,454 | 9,728,782 | |||||||||||
| 4. | To indicate, on an advisory basis, the preferred frequency of an advisory vote on the compensation of the Company’s named executive officers (the “Frequency Proposal”). |
| Votes | ||||
One Year | 119,473,297 | |||
Two Years | 128,803 | |||
Three Years | 5,102,246 | |||
Abstentions | 175,556 | |||
BrokerNon-Votes | 9,728,782 | |||
Based on the Board of Directors’ recommendation in the Proxy Statement, the voting results on the Frequency Proposal and its consideration of the appropriate voting frequency for the Company at this time, the Company’s Board of Directors determined that the Company will hold an annual advisory vote on the compensation of the Company’s named executive officers.
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 24, 2017 | By: | /s/ Clay B. Siegall | ||
| Clay B. Siegall | ||||
| President and Chief Executive Officer | ||||
