Agenus (AGEN) Proxy filing summary

Executive summary

• Achieved significant clinical milestones with BOT + BAL, showing 42% two-year survival in refractory MSS metastatic colorectal cancer and 39% two-year survival across nine tumor types, supporting its relevance in hard-to-treat cancers.

• Expanded patient access and recognized first revenues through France's AAC program and paid named-patient programs in Europe and the Americas.

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

• Strengthened financial position via a $91 million strategic collaboration with Zydus Lifesciences, reducing annual operating burn from over $200 million to approximately $50 million.

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

Voting matters and shareholder proposals

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

• Amendment to the 2019 Employee Stock Purchase Plan to increase authorized shares from 150,000 to 200,000.

• Amendment to the 2019 Equity Incentive Plan to increase shares available by 5,000,000.

• Approval of a one-time stock option exchange program with premium strike prices for executives and directors.

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

• 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 governance guidelines.

• Four directors are independent; CEO and Executive Council Chair are not independent.

• Lead Director role is held by an independent director, with executive sessions held regularly.

• Five standing committees: Audit and Finance, Compensation, Corporate Governance and Nominating, Affiliate Transactions, and Executive.

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