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): September 5, 2006
ImmunoGen,
Inc.
(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
jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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128
Sidney Street,
Cambridge, MA 02139
(Address
of principal
executive offices) (Zip Code)
Registrant's
telephone
number, including area code: (617) 995-2500
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
September 5, 2006, the
Board of Directors of ImmunoGen, Inc. (the Company), approved certain changes
to
the compensation of its non-employee directors effective November 15, 2006.
The
2004 Non-Employee Director Compensation and Deferred Share Unit Plan (the
Plan)
has been amended to reflect these changes. A summary of the changes are as
follows:
The
annual meeting fee
will be increased from $25,000 to $35,000 per annum, payable quarterly in
arrears in either cash or deferred share units.
The
Lead Director fee will
be decreased from $40,000 to $30,000 per annum, payable quarterly in arrears
in
either cash or deferred share units.
Chairpersons
of the Audit,
Compensation, and Nominating and Governance Committees will receive an annual
fee of $15,000, $9,000 and $9,000, respectively, payable quarterly in arrears
in
either cash or deferred share units.
Members
of the Audit,
Compensation, and Nominating and Governance Committees, other than the
Chairpersons, will receive an annual fee of $8,000, $5,000 and $5,000,
respectively, payable quarterly in arrears in either cash or deferred share
units.
The
annual retainer to be
issued as deferred share units to continuing directors will be increased
from
$20,000 to $30,000 and the number of deferred shares units which shall be
granted shall be based upon the closing price of the Company’s common stock on
the date of the annual meeting of stockholders instead of on the last day
of the
Company’s fiscal year. The deferred share unit grants issued upon initial
appointment to the Board of Directors will be increased from $40,000 to $65,000.
One deferred share unit is equivalent in value to one share of ImmunoGen
common
stock. All of these grants will vest quarterly over three years instead of
ratably over twelve months.
Because
each continuing
director received a deferred share unit grant of $20,000 on July 1, 2006,
deferred share unit grants for $17,500, vesting quarterly over a three year
period, will be granted to each continuing director on November 15, 2006
to
compensate them for the changes made to the amount and timing of their annual
retainer grants.
In
addition, to the
changes under our Plan, our directors who serve on one or more of our Scientific
Advisory Boards will receive an annual cash retainer of $5,000, payable
quarterly in arrears.
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:
September 11, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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Executive
Vice President and Chief Financial Officer
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