8-K

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): August 14, 2020

Seattle Genetics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-32405	91-1874389
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S Employer Identification No.)

21823 30th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

(425) 527-4000

(Registrant’s telephone number, including area code)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	SGEN	The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Srinivas Akkaraju, M.D., Ph.D. as Class III Director

On August 15, 2020, Srinivas Akkaraju, M.D., Ph.D. notified Seattle Genetics, Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”), effective August 15, 2020. In submitting his resignation, Dr. Akkaraju did not express any disagreement on any matter relating to the Company’s operations, policies or practices.

Appointment of Ted Love, M.D. as Class III Director

On August 16, 2020, the Board appointed Ted Love, M.D. to the Board to fill the newly created vacancy effective August 16, 2020. Dr. Love will serve as a Class III director for a term expiring at the 2022 annual meeting of the Company’s stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. There is no arrangement or understanding with any person pursuant to which Dr. Love was appointed as a member of the Board.

In accordance with the Company’s compensation policy with respect to annual cash fees for non-employee directors, Dr. Love will receive an annual cash retainer of $60,000 for his service on the Board, which will be prorated during 2020.

In addition, effective as of August 17, 2020 (the “Grant Date”), in accordance with the Company’s policy with respect to initial equity grants to new non-employee directors, the Board granted Dr. Love a nonstatutory stock option to purchase shares of Company’s common stock with a target value of $300,000 (the “Option”) and a restricted stock unit award covering shares of the Company’s common stock with a target value of $300,000 (the “RSU Award”) pursuant to the terms of the Company’s Amended and Restated 2007 Equity Incentive Plan. The actual number of shares underlying the Option (4,460) was calculated based on an approximation of the target award value based on the average closing stock price during the 30 calendar days preceding the Grant Date and using a Black Scholes methodology for stock option valuation. The actual number of shares underlying the RSU Award (1,799) was calculated by dividing the target value of the RSU Award by the average closing stock price during the 30 calendar days preceding the Grant Date. One quarter of the shares underlying the Option will vest on the first anniversary of the Grant Date and 1/36th of the remaining shares shall vest each month thereafter until the Option is fully vested on the fourth anniversary of the Grant Date. The RSU Award will vest twenty-five percent (25%) on each anniversary of the Grant Date until the RSU Award is fully vested on the fourth anniversary of the Grant Date.

The Company also intends to enter into its standard form of indemnification agreement with Dr. Love (the “Indemnification Agreement”), which will require the Company, under the circumstances and to the extent provided for therein, to indemnify Dr. Love to the fullest extent permitted by law against certain expenses and other amounts incurred by Dr. Love as a result of being made a party or threatened to be made a party to certain actions, suits or proceedings by reason of his position as a director of the Company. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete, and is qualified in its entirety by reference to the form of Indemnification Agreement previously filed by the Company as Exhibit 10.29 to the Company’s Registration Statement on Form S-1/A (File No. 333-50266), filed with the Securities and Exchange Commission on January 4, 2001.

A copy of the press release announcing the appointment of Dr. Love to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Changes to Compensation of Roger Dansey, M.D.

On August 14, 2020, the Compensation Committee of the Board approved changes to the compensation of Roger Dansey, M.D., the Company’s Chief Medical Officer. Effective September 1, 2020, Dr. Dansey’s base salary will be increased from $706,400 to $730,000. In addition, Dr. Dansey’s target cash incentive award for 2020 was increased from 50% to 65% of his base salary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Description
99.1	Press Release of Seattle Genetics, Inc. dated August 18, 2020.
104	Cover page interactive data file (formatted as Inline XBRL)

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.

	SEATTLE GENETICS, INC.
Date: August 18, 2020	By:	/s/ Clay B. Siegall
		Clay B. Siegall
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Seattle Genetics Appoints Ted W. Love, M.D., to Board of Directors

BOTHELL, Wash. – August 18, 2020 – Seattle Genetics, Inc. (Nasdaq:SGEN) today announced that Ted W. Love, M.D., has been appointed to the company’s Board of Directors. Dr. Love has more than 25 years of global experience in the healthcare and biotechnology/pharmaceutical industry and currently serves as President and Chief Executive Officer of Global Blood Therapeutics.

“We are pleased to welcome Ted to our Board of Directors given his distinguished industry expertise and leadership,” said Clay Siegall, Ph.D., President and Chief Executive Officer of Seattle Genetics. “His extensive experience will be a valued addition at this transformational time for our company, with three marketed products, significant development across our pipeline and an expanding global footprint. We look forward to working with Ted on our quest to improve the lives of people with cancer through innovative medicines that address unmet medical needs.”

Concurrent with the appointment of Dr. Love, Srinivas Akkaraju, M.D., Ph.D., has resigned from the company’s Board of Directors. Dr. Akkaraju has served as a Director since 2003.

“I want to thank Srini for his incredible contributions over more than 17 years,” added Dr. Siegall. “He has played an instrumental role in building Seattle Genetics to the global, multi-product company that it is today.”

Prior to Dr. Love’s current role at Global Blood Therapeutics, he held executive positions at a number of biopharmaceutical companies including Onyx Pharmaceuticals, Nuvelo, Inc. and Theravance, Inc. Earlier in his career, Dr. Love held a number of senior management positions at Genentech, where he oversaw the development strategy and execution that led to the approvals of six innovative medicines. Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital. He currently serves on the board of directors of Royalty Pharma and the Biotechnology Innovation Organization, and has served as a consultant in medicine in the Department of Cardiology at the Massachusetts General Hospital.

About Seattle Genetics

Seattle Genetics, Inc. is a global biotechnology company that discovers, develops and commercializes transformative cancer medicines to make a meaningful difference in people’s lives. ADCETRIS^® (brentuximab vedotin) and PADCEV^® (enfortumab vedotin-ejfv) use the Company’s industry-leading antibody-drug conjugate (ADC) technology. ADCETRIS is approved in certain CD30-expressing lymphomas, and PADCEV is approved in certain metastatic urothelial cancers. TUKYSA^® (tucatinib), a small molecule tyrosine kinase

inhibitor, is approved in certain HER2-positive metastatic breast cancers. The company is headquartered in the Seattle, Washington area, with locations in California, Switzerland and the European Union. For more information on our robust pipeline, visit www.seattlegenetics.com and follow @SeattleGenetics on Twitter.

Forward Looking Statements

Certain of the statements made in this press release are forward looking, such as those, among others, relating to the extent of development across the company’s pipeline, the expansion of its global footprint and its efforts to develop additional cancer medicines to address unmet medical needs. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include the difficulty and uncertainty of pharmaceutical product development, the risk of adverse events or safety signals, the inability to show sufficient activity in clinical trials and the possibility of adverse regulatory actions as product candidates are evaluated in clinical trials even after promising results in preclinical research. More information about the risks and uncertainties faced by Seattle Genetics is contained under the caption “Risk Factors” included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the Securities and Exchange Commission. Seattle Genetics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

# # #

CONTACTS:

Media:

Monique Greer

(425) 527-4641

mgreer@seagen.com

Investors:

Peggy Pinkston

(425) 527-4160

ppinkston@seagen.com

XML

Document and Entity Information	Aug. 14, 2020
Cover [Abstract]
Entity Registrant Name	SEATTLE GENETICS INC /WA
Amendment Flag	false
Entity Central Index Key	0001060736
Document Type	8-K
Document Period End Date	Aug. 14, 2020
Entity Incorporation State Country Code	DE
Entity File Number	0-32405
Entity Tax Identification Number	91-1874389
Entity Address, Address Line One	21823 30th Drive SE
Entity Address, City or Town	Bothell
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98021
City Area Code	425
Local Phone Number	527-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	SGEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false