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): ~~January~~February 317, 2024

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	0-17999	04-2726691
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

830 Winter Street, Waltham, MA 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 895-0600

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	IMGN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAs ~~January 31~~previously disclosed, ~~2024~~on November 30, 2023, ImmunoGen, Inc., a Massachusetts corporation (the “~~ImmunoGen~~Company” or “ImmunoGen”), entered into an Agreement and Plan of Merger (the “~~Company~~Merger Agreement”) with AbbVie Inc., ~~held~~a Delaware corporation (“AbbVie”), Athene Subsidiary LLC, a ~~virtual~~Delaware ~~special~~limited ~~meeting~~liability company and wholly owned subsidiary of ~~shareholders~~AbbVie (~~the~~ “~~Special~~Intermediate ~~Meeting~~Sub”), toand ~~consider~~Athene Merger Sub Inc., a Massachusetts corporation and ~~vote~~wholly onowned ~~the~~subsidiary ~~proposals~~of ~~set~~Intermediate ~~forth~~Sub in(“Purchaser”), pursuant to which, upon the ~~definitive~~terms ~~proxy~~and ~~statement~~subject ofto the ~~Company~~conditions ~~prepared in~~set ~~connection~~forth ~~with~~therein, ~~the~~Purchaser ~~Merger~~will ~~Agreement~~be ~~(as~~merged ~~defined~~with ~~below)~~and ~~filed~~into the Company (the “Merger”), with the ~~U.S.~~Company ~~Securities~~surviving ~~and~~the ~~Exchange~~Merger ~~Commission~~as ona ~~January 2,~~subsidiary ~~2024~~of Intermediate Sub.

AsThe consummation of the ~~close~~Merger ofis ~~business~~conditioned onupon, ~~December 29~~among other things, ~~2023,~~ the ~~record~~expiration ~~date~~or ~~for~~termination ~~the~~of ~~shareholders~~any ~~entitled~~waiting toperiods ~~vote~~applicable atto the ~~Special~~Merger ~~Meeting,~~under the ~~there~~Hart-Scott-Rodino ~~were~~Antitrust aImprovements ~~total~~Act of ~~279~~ 1976,~~354,016~~ ~~shares~~as ofamended ~~Common Stock of~~ (the ~~Company,~~“HSR ~~par value $~~Act”).01 ~~per~~ImmunoGen ~~share~~and ~~(“Company~~AbbVie ~~Common~~each ~~Stock”)~~filed ~~outstanding~~a Notification and ~~entitled~~Report Form pursuant to ~~vote~~the atHSR Act with respect to the ~~Special~~Merger ~~Meeting. At~~with the ~~Special~~U.S. ~~Meeting,~~Federal aTrade ~~total~~Commission of(the ~~214,520,526~~“FTC”) and ~~shares~~the U.S. Department of ~~Company~~Justice ~~Common~~on ~~Stock~~January 8, ~~representing~~2024. ~~approximately~~The ~~76%~~30-day ofwaiting ~~the~~period ~~total~~imposed ~~shares~~by ofthe ~~Company Common~~HSR ~~Stock~~Act ~~outstanding~~in ~~and~~connection ~~entitled~~with tothe ~~vote,~~Merger expired ~~were~~at ~~present~~11:59 ~~virtually~~p.m. on orFebruary 7, ~~represented by proxy~~2024, ~~constituting~~without aaction ~~quorum~~by tothe ~~conduct business~~FTC.

AtThe Company expects the ~~Special~~closing ~~Meeting,~~of the ~~following~~transactions ~~proposals~~contemplated by ~~were~~the ~~considered:~~Merger Agreement to occur on or about February 12, 2024.

~~Proposal 1: Proposal~~Cautionary toStatement ~~approve~~Regarding ~~the~~Forward-Looking Agreement and Plan of Merger, dated November 30, 2023 (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among ImmunoGen, AbbVie Inc., a Delaware corporation (“AbbVie”), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie (“Intermediate Sub”), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub.Statements

~~Set~~This ~~forth~~Current Report ~~below~~on Form 8-K includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the ~~voting~~forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of ImmunoGen and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, the expected timing of the completion of the transaction and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results ~~for~~may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from such expectations contemplated by forward-looking statements include, ~~proposal~~but are not limited to: ~~approve~~uncertainties as to the timing of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, ~~which~~including ~~was~~circumstances ~~approved~~requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the Merger on a timely basis or at all, and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (the “SEC”) by ImmunoGen, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements in this Current Report on Form 8-K are based on information currently available to ImmunoGen. ImmunoGen assumes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the ~~Company’s~~date ~~shareholders:~~hereof.

Votes Cast For		Votes Cast Against		Abstentions
208,162,925		3,052,370		3,305,231

These may not be all of the factors that could cause actual results to vary materially from the forward-looking statements. ImmunoGen shareholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

Proposal 2: Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

Set forth below are the voting results for the Compensation Proposal, which was not approved by the Company’s shareholders on a non-binding, advisory basis:

Votes Cast For		Votes Cast Against		Abstentions
89,631,125		120,475,005		4,414,396

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes from the Company’s shareholders to approve the Merger Agreement, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not presented to the Company’s shareholders.

The completion of the Merger remains subject to the satisfaction of other closing conditions, including the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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.

Date: ~~January~~February 318, 2024

	ImmunoGen, Inc.

	By:	/s/ Daniel S. Char
	Name:	Daniel S. Char
	Title:	Senior Vice President, Chief Legal Officer

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