Current Report Filing (8-k)
May 15 2020 - 04:30PM
Edgar (US Regulatory)
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)
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Delaware
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000-14656
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04-2729386
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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RGEN
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The Nasdaq Global Select Market
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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:
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NOMINEE
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FOR
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% FOR
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AGAINST
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% AGAINST
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ABSTAIN
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% ABSTAIN
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BROKER
NON-
VOTES
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Nicolas M. Barthelemy
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42,929,222
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94.15
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% |
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2,523,422
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5.53
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% |
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145,690
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0.32
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% |
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3,489,798
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Karen A. Dawes
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43,163,040
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94.66
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% |
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2,289,974
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5.02
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% |
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145,320
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0.32
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% |
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3,489,798
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Tony J. Hunt
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45,240,334
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99.21
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% |
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330,672
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0.73
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% |
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27,328
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0.06
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% |
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3,489,798
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Rohin Mhatre, Ph.D.
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44,944,666
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98.57
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% |
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625,735
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1.37
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% |
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27,933
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0.06
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% |
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3,489,798
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Glenn P. Muir
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44,471,752
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97.53
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% |
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1,098,374
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2.41
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% |
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28,208
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0.06
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% |
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3,489,798
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Thomas F. Ryan, Jr.
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43,407,728
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95.20
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% |
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2,162,193
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4.74
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% |
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28,413
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0.06
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% |
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3,489,798
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-
VOTES
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NUMBER
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48,817,316
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237,943
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32,873
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PERCENTAGE OF VOTED
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99.45
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% |
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0.48
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% |
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0.07
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% |
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-
VOTES
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NUMBER
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32,532,418
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13,023,146
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42,770
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3,489,798
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PERCENTAGE OF VOTED
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71.35
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% |
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28.56
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0.09
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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.
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REPLIGEN CORPORATION
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Date: May 15, 2020
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By:
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/s/ Tony J. Hunt
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Tony J. Hunt
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President and Chief Executive Officer
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