DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

 

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¨ Definitive Proxy Statement

 

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¨ Soliciting Material Pursuant to §240.14a-12

 

 

Agenus Inc.

 

(Name of Registrant as Specified In Its Charter)

 

 

 

  

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 24, 2015

 

     

 

Meeting Information            

 

      Meeting Type:     Annual Meeting
   AGENUS INC.    For holders as of:     April 27, 2015
     

 

Date:  June 24, 2015

  

 

  Time: 5:00 PM EDT

      Location:    3 Forbes Road
     

 Lexington, MA 02421

       

 

    You are receiving this communication because you hold shares in the above named company.

AGENUS INC.

3 FORBES ROAD

LEXINGTON, MA 02421

    

This is not a ballot. You cannot use this notice to vote these shares.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

    See the reverse side of this notice to obtain proxy materials and voting instructions.

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—  Before You Vote  —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

1. Form 10-K         2. Notice & Proxy Statement

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1)  BY INTERNET:

    www.proxyvote.com
 

2)  BY TELEPHONE:

    1-800-579-1639
 

3)  BY E-MAIL*:

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*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 10, 2015 to facilitate timely delivery.

 

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

 

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting items     

The Board of Directors recommends you vote

FOR the following:

 

1.      Election of Directors

     

         Nominees

     

01     Wadih Jordan

  

02     Shalini Sharp

   

The Board of Directors recommends you vote FOR the following proposals:

 

2. To approve an amendment to our 2009 Equity Incentive Plan (as amended) to increase the number of shares authorized for issuance under such plan from 10,200,000 to 14,200,000.

 

3. To approve an amendment to our Directors’ Deferred Compensation Plan (as amended) to increase the number of shares of common stock authorized for issuance under such plan from 225,000 to 325,000.

 

4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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