IMMUNOGEN INC. 2023-2024 Proxy Voting Records

Description as filed by funds: A proposal to approve the 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, Inc., a Massachusetts corporation ("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 ("Purchaser"). Upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into ImmunoGen, and the separate corporate existence of Purchaser will thereupon cease, with ImmunoGen continuing as the surviving corporation and as a wholly owned subsidiary of Intermediate Sub in accordance with the Massachusetts Business Corporation Act;

IMMUNOGEN INC.’s own tally for this item (“1. Proposal to approve the 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 co”): 208,162,925 for, 3,052,370 against — passed, per its Form 8-K filed January 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: Proposal to approve the 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 liabil…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 65,924,647 for, 2,989,831 abstained.

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

Description as filed by funds: A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

The 73 asset managers below reported 54,975,110 for, 8,495,515 against, 3,005,700 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: A proposal to adjourn 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 18 asset managers below reported 2,438,143 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: A 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 relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; and

IMMUNOGEN INC.’s own tally for this item (“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 ”): 89,631,125 for, 120,475,005 against — failed, per its Form 8-K filed January 31, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “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:”
Support: 43% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 90 managers: 6,579,132 for, 60,250,945 against, 3,024,417 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 256 managers: 70,079,459 for, 108,429,641 against, 1,422,889 withheld, 5,935,306 abstained, 162,280 not voted. Showing the 25 largest; see all in the interactive database.

The 7 asset managers below reported 2,379,472 for, 623,414 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.