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 18, 2023
(Exact name of registrant as specified in 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 |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below in Item 5.07 of this Current Report on Form 8-K and in Repligen Corporation’s (the “Company”) proxy statement filed with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act, as amended, on April 11, 2023 (the “Proxy Statement”), on May 18, 2023, the Company’s shareholders voted at the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) to, among other things, approve an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation to permit the Board of Directors of the Company (the “Board”) to adopt, amend or repeal the Company’s By-laws.
The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 18, 2023. Proxies were solicited pursuant to the Proxy Statement. 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 55,644,246. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 52,601,423, representing 94.53% 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 eight (8) directors identified in the Proxy Statement; |
| ii. | to consider and ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| iii. | to consider and act upon a non-binding, advisory vote to approve the compensation of the Company’s named executive officers; |
| iv. | to consider and act upon a non-binding, advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers; |
| v. | to approve the Charter Amendment; and |
| vi. | to approve the ratification of the amendment and restatement of the By-laws adopted by the Board on January 27, 2021 to implement shareholder proxy access. |
The voting results reported below are final.
Proposal 1 - Election of the Board of Directors
Nicolas M. Barthelemy, Karen A. Dawes, Carrie Eglinton Manner, Tony J. Hunt, Rohin Mhatre, Ph.D., Glenn P. Muir, Konstantin Konstantinov, Ph.D. and Martin Madaus, D.V.M., Ph.D. were duly elected to the Board. The results of the election were as follows:
| NOMINEE |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| Nicolas M. Barthelemy |
46,619,756 | 2,954,456 | 37,128 | 2,990,083 | ||||||||||||
| Karen A. Dawes |
44,258,984 | 5,315,967 | 36,389 | 2,990,083 | ||||||||||||
| Carrie Eglinton Manner |
49,411,646 | 163,031 | 36,663 | 2,990,083 | ||||||||||||
| Tony J. Hunt |
49,421,145 | 153,400 | 36,795 | 2,990,083 | ||||||||||||
| Rohin Mhatre, Ph.D. |
48,929,182 | 641,737 | 40,421 | 2,990,083 | ||||||||||||
| Glenn P. Muir |
48,828,381 | 745,628 | 37,331 | 2,990,083 | ||||||||||||
| Konstantin Konstantinov, Ph.D. |
47,615,575 | 1,958,323 | 37,442 | 2,990,083 | ||||||||||||
| Martin Madaus, D.V.M., Ph.D. |
48,627,119 | 946,461 | 37,760 | 2,990,083 | ||||||||||||
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, 2023 was ratified. The results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| NUMBER |
51,821,932 | 754,809 | 24,682 | 0 | ||||||||||||
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 |
48,195,853 | 1,375,453 | 40,034 | 2,990,083 | ||||||||||||
Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on the Compensation of Named Executive Officers
The frequency of future advisory votes on the compensation of the Company’s named executive officers was approved on advisory basis. The results of the vote were as follows:
| 1 Year | 2 Years | 3 Years | ABSTAIN | BROKER NON-VOTES |
||||||||||||||||
| NUMBER |
49,248,032 | 32,822 | 287,871 | 42,615 | 2,990,083 | |||||||||||||||
Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of 1 year for the non-binding, advisory vote on the compensation of the Company’s named executive officers. The Board considered the voting results with respect to the frequency proposal and other factors, and the Board currently intends for the Company to hold a non-binding, advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of the Company’s named executive officers.
Proposal 5 - Approve the Charter Amendment
The amendment to the Company’s Certificate of Incorporation to permit the Board to adopt, amend or repeal the By-laws was approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| NUMBER |
42,247,296 | 6,615,716 | 748,328 | 2,990,083 | ||||||||||||
Proposal 6 – Approve the Ratification of the Amendment and Restatement of the By-laws
The ratification of the amendment and restatement of the By-laws adopted by the Board on January 27, 2021 to implement shareholder proxy access was ratified. The results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| NUMBER |
49,551,765 | 19,487 | 40,088 | 2,990,083 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Repligen Corporation. | |
| 104 | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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 | ||||||
| Dated: May 22, 2023 | By: | /s/ Tony J. Hunt | ||||
| Tony J. Hunt | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
REPLIGEN CORPORATION
Pursuant to Section 242
of the General Corporation Law of
the State of Delaware
Repligen Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Certificate of Incorporation of the Corporation, as amended, is hereby further amended by adding a new Article ELEVENTH to read in its entirety as follows:
“ELEVENTH. To the fullest extent permitted by law, the Board of Directors shall have the power to alter, amend or repeal the By-laws of the Corporation and to make new by-laws.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Certificate of Incorporation as of May 19, 2023.
| REPLIGEN CORPORATION | ||
| By: | /s/ Tony J. Hunt | |
| Name: Tony J. Hunt | ||
| Title: President and Chief Executive Officer | ||
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