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Section 1: 8-K (8-K)

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): May 15, 2019

 

 

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 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Repligen Corporation (the “Company”) was held on May 15, 2019. Proxies were solicited pursuant to the Company’s proxy statement filed on April 18, 2019, 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 44,073,998. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 42,316,427, representing 96.01% 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, 2019, 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, 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     AGAINST      % AGAINST     ABSTAIN      % ABSTAIN     BROKER
NON-
VOTES
 

Nicolas M. Barthelemy

     32,300,035        82.94     6,634,985        17.04     7,824        0.02     3,373,583  

Glenn L. Cooper

     38,585,227        99.08     350,453        0.90     7,164        0.02     3,373,583  

John G. Cox

     38,807,800        99.65     127,768        0.33     7,276        0.02     3,373,583  

Karen A. Dawes

     32,126,552        82.50     6,808,553        17.48     7,739        0.02 %     3,373,583  

Tony J. Hunt

     38,748,027        99.50     186,905        0.48     7,912        0.02 %     3,373,583  

Glenn P. Muir

     38,732,594        99.46     201,974        0.52     8,276        0.02 %     3,373,583  

Thomas F. Ryan, Jr.

     31,640,420        81.25     7,295,149        18.73     7,275        0.02 %     3,373,583  

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, 2019 was ratified. The results of the ratification were as follows:

 

     FOR     AGAINST     ABSTAIN     BROKER
NON-

VOTES
 

NUMBER

     42,048,311       260,477       7,639    

PERCENTAGE OF VOTED

     99.37     0.61     0.02  


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

     27,210,614       11,714,101       18,129       3,373,583  

PERCENTAGE OF VOTED

     69.87     30.08     0.05  


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 21, 2019     By:  

/s/ Tony J. Hunt

      Tony J. Hunt
      President and Chief Executive Officer
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