REPLIGEN CORP false 0000730272 0000730272 2020-05-13 2020-05-13

 

 

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.

 

 

REPLIGEN CORPORATION

             

Date: May 15, 2020

 

 

By:

 

/s/ Tony J. Hunt

 

 

 

Tony J. Hunt

 

 

 

President and Chief Executive Officer

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