Agenus (AGEN) Proxy filing summary

Executive summary

• Achieved significant clinical milestones with BOT + BAL, showing durable survival in refractory cancers and expanding patient access through early access and named-patient programs in multiple countries.

• Initiated the global Phase 3 BATTMAN trial for BOT + BAL in MSS metastatic colorectal cancer, with FDA alignment on trial design and first patient enrolled in March 2026.

• Strengthened financial position via a $91 million collaboration with Zydus Lifesciences, including the sale of manufacturing facilities and a sharp reduction in annual operating burn to ~$50 million.

• Management and key executives elected to receive compensation entirely in equity, aligning interests with shareholders and conserving cash.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors for three-year terms.

• Proposal 2: Increase shares authorized under the Employee Stock Purchase Plan from 150,000 to 200,000.

• Proposal 3: Increase shares available under the 2019 Equity Incentive Plan by 5,000,000.

• Proposal 4: One-time stock option exchange program with premium strike prices for executives and directors.

• Proposal 5: Non-binding advisory vote on executive compensation for 2025 (Say-on-Pay).

• Proposal 6: Ratification of KPMG LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of six members divided into three classes, with regular annual evaluations and adherence to Nasdaq independence standards.

• Committees include Audit and Finance, Compensation, Corporate Governance and Nominating, Affiliate Transactions, and Executive Committees, all with defined charters and independent oversight.

• ESG Charter issued in 2023, outlining environmental, social, and governance commitments.

• Compensation Recoupment Policy adopted in 2023 in compliance with Dodd-Frank and SEC rules.