REGENERON PHARMACEUTICALS,INC. (NASDAQ:REGN) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
Regeneron Pharmaceuticals,Inc. (“Regeneron” or the “Company”) furnishes as Exhibit99.1 to this Current Report on Form8-K (this “Report”) a copy of the Notice of Proposed Settlement of Derivative Actions, dated as of October10, 2018 (the “Notice”), relating to the pending shareholder derivative lawsuits described in Item 8.01 of this Report. Additional information concerning the terms of the proposed settlement and the related hearing can be found in the Notice.
The Notice contains inactive references to the “Investors& Media” pageof Regeneron’s website and certain third-party websites. The contents of Regeneron’s website or any such third-party websites shall not be deemed to be incorporated by reference into this Item 7.01. In addition, Regeneron is not responsible for the content of any such third-party websites and does not assume any liability for any use of such information.
The information included or incorporated in this Item 7.01, including Exhibit99.1, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On October10, 2018, the Supreme Court of the State of New York, County of New York (the “Court”), entered an Order Scheduling Hearing for Final Approval of Settlement and Providing for Notice in the previously disclosed shareholder derivative actions entitled Cement Masons Local 780 Pension Fund, et ano. v. Leonard S. Schleifer, et al.,Index No.654453/2015 (N.Y. Co.) (filed December30, 2015) and Public Employees’ Retirement System of Mississippi v. Leonard S. Schleifer, et al.,Index No.656813/2017 (N.Y. Co.) (filed November8, 2017). A final settlement hearing is currently scheduled for December3, 2018 at 9:30 a.m., before the Honorable Justice Saliann Scarpulla, at the Court, 60 Centre Street, New York, New York 10007, to determine (i)whether the terms and conditions of the settlement provided for in the Stipulation of Compromise and Settlement, dated as of October5, 2018 (the “Stipulation”), are fair, reasonable, and adequate and should be approved; (ii)whether final judgment should be entered, dismissing with prejudice the above-referenced actions; and (iii)whether plaintiffs’ counsel’s application for the agreed-upon amount of attorneys’ fees and expenses (the “Fees and Expenses”) should be approved by the Court. The Stipulation requires Regeneron to, among other things, impose specified limitations on certain director compensation for the five years starting in December2018, implement certain corporate governance measures, and pay the Fees and Expenses. If approved by the Court in a final order, the Fees and Expenses will be collected from the Company or the applicable insurance carrier, and will not be sought from or paid by any other shareholder of the Company or the individual defendants in the above-referenced actions. The approval of the Fees and Expenses by the Court is not a condition to the settlement. The Notice and the Stipulation are available on the “Investors& Media” pageof Company’s website (http://investor.regeneron.com) until December3, 2018. The contents of the Company’s website shall not be deemed to be incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
Notice of Proposed Settlement of Derivative Actions, dated as of October10, 2018.