Printmgr File
Total Page:16
File Type:pdf, Size:1020Kb
NOTICE OF 2020 ANNUAL MEETING AND PROXY STATEMENT ANNUAL MEETING Friday, May 15, 2020 11:00 a.m. at Seattle Genetics Corporate Headquarters Building 3 21823 – 30th Drive SE Bothell, Washington 98021 Dear Fellow Shareholders: Seattle Genetics had a remarkable year in 2019 and entered 2020 as a multi-product oncology company. First, in collaboration with our partner Takeda, ADCETRIS® global sales exceeded $1 billion for the first time. ADCETRIS is an important medicine around the world for the treatment of patients with certain types of lymphoma. Second, we and our collaborator Astellas received FDA accelerated approval of PADCEVTM (enfortumab vedotin-ejfv) for adult patients with previously treated locally advanced or metastatic urothelial cancer, potentially changing the treatment paradigm for these patients with a high unmet need. The approval expanded our commercial portfolio and will diversify our revenues from product sales, adding to a strong ADCETRIS base. And third, we reported positive results from our tucatinib HER2CLIMB-01 pivotal trial, which supported marketing applications in the United States, Europe and other countries to treat patients with metastatic HER2-positive breast cancer. These submissions position tucatinib to be our third commercial product, if approved, and allow us to offer a new treatment option to thousands of patients globally who are in need of better therapies. In addition, we believe ADCETRIS, PADCEV and tucatinib have other therapeutic opportunities and are investing in broad development programs. We also continue to invest in research and development as it is the engine for our future growth. We are advancing a robust pipeline of new product candidates in clinical trials, with a focus on first-in-class or best-in-class targeted therapies for cancer. The investment and execution of our strategy to develop and bring innovative therapies to market benefit patients and are the foundation for a sustainable business that we believe will result in long-term shareholder value. In 2019, we augmented our investor relations activities with a proactive shareholder engagement effort focused on corporate governance and executive compensation. Our discussions and the feedback we received from investors provided valuable information for senior management and our Board of Directors in their planning and decision making. The discussions led to several changes to our executive compensation and corporate governance practices, which are described in this proxy statement. We look forward to continuing this valuable dialogue. We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting via the internet, by telephone or by mail as described in this proxy statement as promptly as possible. Your vote is important. Sincerely, Clay B. Siegall, Ph.D. Chairman, President and Chief Executive Officer April 2, 2020 2020 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Meeting Date: May 15, 2020 Meeting Place:* Seattle Genetics, Inc. Meeting Time: 11:00 a.m. (Pacific) Building 3, 21823 – 30th Drive SE Record Date: March 19, 2020 Bothell, WA 98021 VOTING METHODS Your vote is very important. Whether or not you expect to attend the Annual Meeting in person, please ensure your representation and the presence of a quorum at the Annual Meeting by voting via one of the methods listed below, as promptly as possible. If you are an owner of record as of the record date, you may vote via any of the following methods: Via the Internet: Call Toll-Free: Mail Signed Proxy Card www.envisionreports.com/SGEN 1-800-652-VOTE (8683) Using the Provided Postage-Paid Envelope If you are a beneficial owner of shares held through a broker, bank or other owner of record, you must follow the voting instructions you receive from the owner of record to vote your shares. MEETING AGENDA The purposes of the meeting are to: 1. Elect the three nominees for Class I director named in the accompanying proxy statement to hold office until Seattle Genetics’ 2023 Annual Meeting of Shareholders. 2. Approve, on an advisory basis, the compensation of Seattle Genetics’ named executive officers as disclosed in the accompanying proxy statement. 3. Approve the amendment and restatement of the Seattle Genetics, Inc. Amended and Restated 2007 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 6,000,000 shares. 4. Ratify the appointment of PricewaterhouseCoopers LLP as Seattle Genetics’ independent registered public accounting firm for the fiscal year ending December 31, 2020. 5. Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. You can find more information about each of these items, including the nominees for directors, in the accompanying proxy statement. By Order of the Board of Directors, Jean I. Liu CORPORATE SECRETARY APRIL 2, 2020 *We are monitoring the emerging public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and shareholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional soliciting materials with the SEC. YOUR VOTE IS IMPORTANT TO US. PLEASE EXERCISE YOUR SHAREHOLDER RIGHT TO VOTE. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 15, 2019: The proxy statement and annual report to shareholders are available at http://www.edocumentview.com/SGEN. TABLE OF CONTENTS Alignment of CEO Pay to Total Shareholder PROXY STATEMENT SUMMARY .................. 1 Return 35 Principal Elements of Pay 36 PROPOSAL NO. 1 Compensation-Setting Process 37 ELECTION OF DIRECTORS ..................... 8 2019 Key Compensation Decisions for Named Executive Officers 51 NOMINEES FOR THE BOARD OF DIRECTORS AND Post-Employment Compensation 54 CONTINUING DIRECTORS ...................... 9 Clawback Policy 54 Tax and Accounting Considerations 54 CORPORATE GOVERNANCE .................... 14 Stock Ownership Guidelines 55 Director Independence 14 Prohibitions on Hedging, Pledging and Short- Board Leadership Structure 14 Term Speculative Transactions 55 Compensation and Risk 55 Director Commitments 15 Board Committees 16 COMPENSATION COMMITTEE REPORT 56 Board and Committee Meetings and Attendance 17 Board Risk Oversight 17 COMPENSATION COMMITTEE INTERLOCKS Compensation Committee Process and AND INSIDER PARTICIPATION 56 Procedures 18 SUMMARY COMPENSATION TABLE 57 Board Refreshment 18 GRANTS OF PLAN-BASED AWARDS 58 Criteria for Board Membership and Nomination Process 18 EMPLOYMENT AGREEMENTS AND Shareholder Director Nominations and ARRANGEMENTS 59 Recommendations 19 OUTSTANDING EQUITY AWARDS AT FISCAL Communications with the Board of Directors 20 YEAR-END 63 Majority Voting in Uncontested Elections 20 Board Classification 20 OPTION EXERCISES AND STOCK VESTED 65 Succession Planning 21 CEO PAY RATIO 65 Corporate Governance Guidelines 21 POTENTIAL PAYMENTS UPON TERMINATION Stock Ownership Guidelines 21 OR CHANGE-IN-CONTROL 67 Code of Conduct and Business Ethics 21 Whistleblower Policy 21 CERTAIN RELATIONSHIPS AND RELATED PARTY Prohibitions on Hedging, Pledging and Short- TRANSACTIONS .............................. 71 Term Speculative Trading 22 Corporate Responsibility 23 EQUITY COMPENSATION PLAN INFORMATION . 72 DIRECTOR COMPENSATION .................... 24 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................. 73 EXECUTIVE OFFICERS .......................... 28 EXECUTIVE OFFICER PROFILES 28 PROPOSAL NO. 3 APPROVAL OF THE AMENDMENT AND PROPOSAL NO. 2 RESTATEMENT OF THE SEATTLE GENETICS, INC. ADVISORY VOTE ON EXECUTIVE AMENDED AND RESTATED 2007 EQUITY COMPENSATION.............................. 29 INCENTIVE PLAN ............................. 75 COMPENSATION OF EXECUTIVE OFFICERS ...... 30 PROPOSAL NO. 4 A MESSAGE FROM THE COMPENSATION RATIFICATION OF APPOINTMENT OF COMMITTEE 30 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .......................... 86 COMPENSATION DISCUSSION AND ANALYSIS 30 AUDIT COMMITTEE REPORT ................... 88 Shareholder Engagement 31 Key Compensation Changes and Highlights for FREQUENTLY ASKED QUESTIONS AND OTHER 2019 32 INFORMATION ............................... 89 Compensation Philosophy and Objectives 32 Our Executive Compensation Practices 33 APPENDIX A: SEATTLE GENETICS, INC. AMENDED Company Overview 34 ANDRESTATED2007EQUITYINCENTIVEPLAN.... A-1 Business Highlights 34 PROXY STATEMENT SUMMARY The following summary highlights certain information contained elsewhere in this proxy statement and does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting. 2020 MEETING INFORMATION Meeting Date: May 15, 2020 Meeting Place: Seattle Genetics, Inc. Meeting Time: 11:00 a.m. (Pacific) Building 3, 21823 – 30th Drive SE Record Date: March 19, 2020 Bothell, WA 98021 VOTING MATTERS Board Vote See Page Number Proposals Recommendation for More Detail Election of Class I directors FOR EACH Page 8 PROPOSAL NO. 1 NOMINEE Advisory vote on the compensation of our named executive PROPOSAL NO. 2 officers FOR Page 29 Amendment and restatement of the Seattle Genetics, Inc. Amended and Restated 2007 Equity Incentive Plan, or the 2007 PROPOSAL NO. 3 Equity Plan, to, among other things, increase the aggregate