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): January 19, 2018

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

 

830 Winter Street, Waltham, MA 02451

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (781) 895-0600

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is a an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

 

Emerging growth company o

 

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. o

 

 

 

ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

(a)  Not applicable.

 

(b)  Howard H. Pien, a director of ImmunoGen, Inc. (the “Company”), resigned from the Board of Directors, effective January 19, 2018.

 

(c)  Not applicable.

 

(d)  On January 23, 2018, the Board elected Stuart Arbuckle as a director to fill the vacancy created by Mr. Pien’s resignation from the Board.  Mr. Arbuckle will also serve as a member of the Governance and Nominating Committee of the Board of Directors.

 

A description of the compensation payable to Mr. Arbuckle for his service as a director is set forth in the Company’s definitive Proxy Statement dated April 28, 2017, filed with the Securities and Exchange Commission on April 28, 2017, under the caption “Director Compensation,” and is incorporated herein by reference.

 

(e)  Not applicable.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d): The following exhibit is being furnished herewith:

 

Exhibit No.		Exhibit
99.1		Press Release of ImmunoGen, Inc. dated January 24, 2018

 

2

 

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.

 

	ImmunoGen, Inc.
	(Registrant)
Date: January 24, 2018	/s/ David B. Johnston
	David B. Johnston
	Executive Vice President and Chief Financial Officer

 

3