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): May 13, 2020
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 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(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | RGEN | The 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Repligen Corporation (the “Company”) was held on May 13, 2020. Proxies were solicited pursuant to the Company’s proxy statement filed on April 28, 2020, 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 52,278,083. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 49,088,132, representing 93.9% 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 shareholders at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders 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, 2020, and (iii) to vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers.
The voting results reported below are final.
Proposal 1 – Election of the Board of Directors
Nicolas M. Barthelemy, Karen A. Dawes, Tony J. Hunt, Rohin Mhatre, 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 | AGAINST | % AGAINST | ABSTAIN | % ABSTAIN | BROKER | |||||||||||||||||||||
Nicolas M. Barthelemy | 42,929,222 | 94.15 | % | 2,523,422 | 5.53 | % | 145,690 | 0.32 | % | 3,489,798 | ||||||||||||||||||
Karen A. Dawes | 43,163,040 | 94.66 | % | 2,289,974 | 5.02 | % | 145,320 | 0.32 | % | 3,489,798 | ||||||||||||||||||
Tony J. Hunt | 45,240,334 | 99.21 | % | 330,672 | 0.73 | % | 27,328 | 0.06 | % | 3,489,798 | ||||||||||||||||||
Rohin Mhatre, Ph.D. | 44,944,666 | 98.57 | % | 625,735 | 1.37 | % | 27,933 | 0.06 | % | 3,489,798 | ||||||||||||||||||
Glenn P. Muir | 44,471,752 | 97.53 | % | 1,098,374 | 2.41 | % | 28,208 | 0.06 | % | 3,489,798 | ||||||||||||||||||
Thomas F. Ryan, Jr. | 43,407,728 | 95.20 | % | 2,162,193 | 4.74 | % | 28,413 | 0.06 | % | 3,489,798 | ||||||||||||||||||
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, 2020 was ratified. The results of the ratification were as follows:
FOR | AGAINST | ABSTAIN | BROKER | |||||||||||||
NUMBER | 48,817,316 | 237,943 | 32,873 | |||||||||||||
PERCENTAGE OF VOTED | 99.45 | % | 0.48 | % | 0.07 | % | ||||||||||
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 | |||||||||||||
NUMBER | 32,532,418 | 13,023,146 | 42,770 | 3,489,798 | ||||||||||||
PERCENTAGE OF VOTED | 71.35 | % | 28.56 | % | 0.09 | % | ||||||||||
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 15, 2020 | By: | /s/ Tony J. Hunt | ||||
Tony J. Hunt | ||||||
President and Chief Executive Officer | ||||||