UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 18, 2017
Repligen Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-14656 | | 04-2729386 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453
(Address of Principal Executive Offices) (Zip Code)
(781)250-0111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c) |
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 Rule12b-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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described below, effective as of May 18, 2017, stockholders of the Repligen Corporation (the “Company”) approved an amendment to Article I, Section 6 of the Amended and RestatedBy-laws of the Company to adopt majority voting in uncontested director election, Article I, Section 10 to adopt advance notice procedures for director nominations and stockholder proposals and Article VII to permit the board of directors to amend theBy-laws. Effective as of the same date, the Board of Directors of the Company (the “Board”) amended Article I, Section 4 and Section 6 to define certain terms and clarify notice provisions, respectively. The Company’s Second Amended and RestatedBy-laws is attached hereto as Exhibit 3.1, incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 18, 2017. Proxies were solicited pursuant to the Company’s proxy statement filed on April 21, 2017, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended.
The number of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), entitled to vote at the Annual Meeting was 34,076,544. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 31,952,897, representing 93.76% of the total number of shares of Common Stock entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked (i) to elect the Company’s Board of Directors, (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) to vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, (iv) to vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers, (v) to approve an amendment to the Company’sBy-laws to adopt majority voting in uncontested director elections, (vi) to approve an amendment to the Company’sBy-laws to adopt advance notice procedures for director nominations and stockholder proposals and (vii) to approve an amendment to the Company’sBy-laws to permit the board of directors to amend theBy-laws.
The voting results reported below are final.
Proposal 1–Election of the Board of Directors
Nicolas M. Barthelemy, Glenn L. Cooper, John G. Cox, Karen A. Dawes, Tony J. Hunt, Glenn P. Muir, and Thomas F. Ryan, Jr. were duly elected as the Company’s Board of Directors. The results of the election were as follows:
| | | | | | | | | | | | | | | | | | | | |
NOMINEE | | FOR | | | % FOR | | | WITHHELD | | | % WITHHELD | | | BROKER
NON-VOTES | |
Nicolas M. Barthelemy | | | 27,413,229 | | | | 99.22 | % | | | 214,192 | | | | 0.78 | % | | | 4,325,476 | |
Glenn L. Cooper | | | 27,420,520 | | | | 99.25 | % | | | 206,901 | | | | 0.75 | % | | | 4,325,476 | |
John G. Cox | | | 27,425,348 | | | | 99.27 | % | | | 202,073 | | | | 0.73 | % | | | 4,325,476 | |
Karen A. Dawes | | | 27,279,755 | | | | 98.74 | % | | | 347,666 | | | | 1.26 | % | | | 4,325,476 | |
Glenn P. Muir | | | 27,424,276 | | | | 99.26 | % | | | 203,145 | | | | 0.74 | % | | | 4,325,476 | |
Tony J. Hunt | | | 27,496,155 | | | | 99.52 | % | | | 131,266 | | | | 0.48 | % | | | 4,325,476 | |
Thomas F. Ryan, Jr. | | | 27,274,482 | | | | 98.72 | % | | | 352,939 | | | | 1.28 | % | | | 4,325,476 | |
Proposal 2 – Ratify the Appointment of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified. The results of the ratification were as follows:
| | | | | | | | | | | | | | | | |
| | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
NUMBER | | | 31,684,913 | | | | 241,005 | | | | 26,979 | | | | | |
PERCENTAGE OF VOTED | | | 99.16 | % | | | 0.75 | % | | | 0.08 | % | | | | |
Proposal 3 – Advisory Vote on Compensation of the Named Executive Officers
The compensation paid to the Company’s named executive officers was approved on an advisory basis. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
| | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
NUMBER | | | 26,444,798 | | | | 1,153,666 | | | | 28,957 | | | | 4,325,476 | |
PERCENTAGE OF VOTED | | | 95.71 | % | | | 4.17 | % | | | 0.10 | % | | | | |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The frequency of the advisory vote on executive compensation was approved on an advisory basis. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
| | | 1 YEAR | | | 2 YEARS | | | 3 YEARS | | | ABSTAIN | |
NUMBER | | | 24,078,211 | | | | 26,533 | | | | 3,494,835 | | | | 27,842 | |
PERCENTAGE OF VOTED | | | 87.15 | % | | | 0.09 | % | | | 12.64 | % | | | 0.10 | % |
Based on the votes set forth above, the Company’s stockholders approved, on anon-binding, advisory basis, a frequency of 1 year for thenon-binding, advisory vote on the compensation of the Company’s named executive officers. The Board considered the voting results with respect to the frequency proposal and other factors, and the Board currently intends for the Company to hold anon-binding, advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of holding thenon-binding, advisory vote on the compensation of the Company’s named executive officers.
Proposal 5 – Amendment to the Company’sBy-laws to Adopt Majority Voting in Uncontested Director Elections
The amendment to the Company’sBy-laws to adopt majority voting in uncontested director elections was approved. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
| | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
NUMBER | | | 27,553,101 | | | | 49,755 | | | | 24,565 | | | | 4,325,476 | |
PERCENTAGE OF VOTED | | | 99.73 | % | | | 0.18 | % | | | 0.08 | % | | | | |
Proposal 6 – Amendment to the Company’sBy-laws to Adopt Advance Notice Procedures for Director Nominations and Stockholder Proposals
The amendment to the Company’sBy-laws to adopt advance notice procedures for director nominations and stockholder proposals was approved. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
| | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
NUMBER | | | 22,519,798 | | | | 5,075,829 | | | | 31,794 | | | | 4,325,476 | |
PERCENTAGE OF VOTED | | | 81.51 | % | | | 18.37 | % | | | 0.11 | % | | | | |
Proposal 7 – Amendment to the Company’sBy-laws to Permit the Board of Directors to Amend theBy-laws
The amendment to the Company’sBy-laws to permit the board of directors to amend theBy-laws was approved. The results of the vote were as follows:
| | | | | | | | | | | | | | | | |
| | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
NUMBER | | | 23,295,598 | | | | 4,291,631 | | | | 40,192 | | | | 4,325,476 | |
PERCENTAGE OF VOTED | | | 84.32 | % | | | 15.53 | % | | | 0.14 | % | | | | |
| Item 9.01. | Financial Statements and Exhibits |
| | 3.1 | Second Amended and RestatedBy-laws |
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.
| | | | | | | | |
| | | | | | REPLIGEN CORPORATION |
| | | |
| Date: May 23, 2017 | | | | By: | | /s/ Tony J. Hunt |
| | | | | | | | Tony J. Hunt |
| | | | | | | | President and Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 3.1 | | Second Amended and RestatedBy-laws |
