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):
June 8, 2006
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ImmunoGen,
Inc.
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(Exact
name of registrant as specified in its charter)
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Massachusetts
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0-17999
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04-2726691
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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128
Sidney Street, Cambridge, MA 02139
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code:
(617) 995-2500
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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))
Item
1.01 Entry into a Material Definitive Agreement.
On
June
8, 2006, the Compensation Committee (the Committee) of the Board of Directors
of
ImmunoGen, Inc. (the Company), authorized payment of cash bonuses for fiscal
year 2006 and annual stock option awards to the Company's executive officers.
The Committee also authorized salary increases for the Company's executive
officers and established target bonus potential for fiscal 2007. The Company
does not have formal written incentive or bonus plans for executives, but a
summary of the manner in which cash bonuses are determined is set forth below.
The
Committee establishes key performance criteria, based upon the corporate goals
and objectives, to be met by the Company annually and evaluates the Company’s
actual performance against those criteria in its determination of whether
incentive or bonus payments should be made to executives. Such criteria include
the Company’s actual financial performance against the Company’s plan for the
applicable fiscal year, the Company meeting certain research and development
milestones and meeting key targets associated with its collaborations. Each
executive officer is eligible to receive a target bonus expressed as a
percentage of their base salary. The actual bonus amount for each executive
officer is determined based on both their individual performance and the
Company’s actual performance against its predetermined key performance criteria.
Determination of the executive officer’s individual performance is based on the
level of accomplishment against his or her predetermined annual performance
goals and objectives.
The
key
performance criteria established by the Committee for fiscal year 2006 were
related to research and development milestones, including milestones associated
with the Company’s clinical trials, supply chain milestones, meeting key targets
associated with its collaborations and financial performance. The key
performance criteria for fiscal year 2007 have not yet been approved by the
Committee.
The
cash
bonuses related to fiscal 2006, base salaries and target bonuses percentages
for
fiscal 2007 and the annual stock option awards for ImmunoGen’s executive
officers are listed in Exhibit 10.1 and are incorporated herein by this
reference. Additional information on executive compensation is included in
ImmunoGen’s proxy statement for its annual meeting of shareholders.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Exhibit
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10.1
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Cash
bonuses for fiscal 2006, annual stock option awards for ImmunoGen’s
executive officers and fiscal 2007 base salaries and target bonus
percentages.
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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.
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ImmunoGen,
Inc.
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(Registrant)
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Date:
June 13, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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Senior
Vice President and Chief Financial Officer
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3
Exhibit
10.1
ImmunoGen,
Inc.
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Named
Executive Officer
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2007
Base Salary($)
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2007
Target Bonus
(%
of Base Salary)
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2006
Bonus($)
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2006
Stock Option Award (1)
(#
of shares)
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Mitchel
Sayare, Ph.D.
Chairman
of the Board,
Chief
Executive Officer and President
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441,600
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40%
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142,994
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75,000
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Walter
A. Blättler, Ph.D.
Director
and Executive Vice President,
Science
and Technology
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319,500
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35%
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85,200
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65,000
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Daniel
M. Junius
Senior
Vice President,
Chief
Financial Officer
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330,000
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35%
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96,600
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65,000
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John
M. Lambert, Ph.D.
Senior
Vice President,
Pharmaceutical
Development
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268,230
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30%
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61,308
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35,000
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Pauline
Jen Ryan
Senior
Vice President,
Corporate
Development and
Operations
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254,725
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30%
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55,576
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35,000
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| (1) |
2006
stock awards vest in three equal installments on each of the first
three
anniversaries of the date of the
grant.
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