Current Report Filing (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 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 NON- VOTES
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 NON- VOTES
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 NON- VOTES
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.