Repligen Corporation (NASDAQ:RGEN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described below, effective as of May18, 2017, stockholders of
the Repligen Corporation (the Company) approved an amendment to
Article I, Section6 of the Amended and Restated By-laws of the
Company to adopt majority voting in uncontested director
election, Article I, Section10 to adopt advance notice procedures
for director nominations and stockholder proposals and Article
VII to permit the board of directors to amend the By-laws. Effective as of the
same date, the Board of Directors of the Company (the Board)
amended Article I, Section4 and Section6 to define certain terms
and clarify notice provisions, respectively. The Companys Second
Amended and Restated By-laws is attached hereto as Exhibit 3.1,
incorporated herein by reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
The 2017 Annual
Meeting of Stockholders (the Annual Meeting) of the Company was
held on May18, 2017. Proxies were solicited to the Companys proxy
statement filed on April21, 2017, with the Securities and
Exchange Commission under Section14(a) of the Securities Exchange
Act of 1934, as amended.
The number of
shares of the Companys common stock, $0.01 par value per share
(Common Stock), entitled to vote at the Annual Meeting was
34,076,544. The number of shares of Common Stock present or
represented by valid proxy at the Annual Meeting was 31,952,897,
representing 93.76% 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 Companys stockholders at the Annual Meeting.
At the Annual
Meeting, the Companys stockholders were asked (i)to elect the
Companys Board of Directors, (ii)to ratify the appointment of
Ernst Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December31, 2017,
(iii)to vote to approve, on an advisory basis, the compensation
paid to the Companys named executive officers, (iv)to vote, on an
advisory basis, on the frequency of future advisory votes on the
compensation of the Companys named executive officers, (v)to
approve an amendment to the Companys By-laws to adopt majority
voting in uncontested director elections, (vi)to approve an
amendment to the Companys By-laws to adopt advance notice
procedures for director nominations and stockholder proposals and
(vii)to approve an amendment to the Companys By-laws to permit
the board of directors to amend the By-laws.
The voting results reported
below are final.
Proposal 1 Election of the
Board of Directors
Nicolas M. Barthelemy, Glenn
L. Cooper, John G. Cox, Karen A. Dawes, Tony J. Hunt, Glenn P.
Muir, and Thomas F. Ryan, Jr. were duly elected as the Companys
Board of Directors. The results of the election were as
follows:
|
NOMINEE |
FOR | %FOR | WITHHELD | %WITHHELD | BROKER NON-VOTES | |||||||||||||||
|
Nicolas M. Barthelemy |
27,413,229 | 99.22 | % | 214,192 | 0.78 | % | 4,325,476 | |||||||||||||
|
Glenn L. Cooper |
27,420,520 | 99.25 | % | 206,901 | 0.75 | % | 4,325,476 | |||||||||||||
|
John G. Cox |
27,425,348 | 99.27 | % | 202,073 | 0.73 | % | 4,325,476 | |||||||||||||
|
Karen A. Dawes |
27,279,755 | 98.74 | % | 347,666 | 1.26 | % | 4,325,476 | |||||||||||||
|
Glenn P. Muir |
27,424,276 | 99.26 | % | 203,145 | 0.74 | % | 4,325,476 | |||||||||||||
|
Tony J. Hunt |
27,496,155 | 99.52 | % | 131,266 | 0.48 | % | 4,325,476 | |||||||||||||
|
Thomas F. Ryan, Jr. |
27,274,482 | 98.72 | % | 352,939 | 1.28 | % | 4,325,476 |
Proposal 2 Ratify the
Appointment of Independent Registered Public Accounting
Firm
The appointment of Ernst Young
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December31, 2017 was ratified. The
results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
31,684,913 | 241,005 | 26,979 | |||||||||||||
|
PERCENTAGE OF VOTED |
99.16 | % | 0.75 | % | 0.08 | % |
Proposal 3 Advisory Vote on
Compensation of the Named Executive Officers
The compensation paid to the
Companys named executive officers was approved on an advisory
basis. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
26,444,798 | 1,153,666 | 28,957 | 4,325,476 | ||||||||||||
|
PERCENTAGE OF VOTED |
95.71 | % | 4.17 | % | 0.10 | % |
Proposal 4 Advisory Vote on
the Frequency of Future Advisory Votes on the Compensation of the
Companys Named Executive Officers
The frequency of the advisory
vote on executive compensation was approved on an advisory basis.
The results of the vote were as follows:
| 1 YEAR | 2YEARS | 3 YEARS | ABSTAIN | |||||||||||||
|
NUMBER |
24,078,211 | 26,533 | 3,494,835 | 27,842 | ||||||||||||
|
PERCENTAGE OF VOTED |
87.15 | % | 0.09 | % | 12.64 | % | 0.10 | % |
Based on the votes set forth
above, the Companys stockholders approved, on a non-binding,
advisory basis, a frequency of 1 year for the non-binding,
advisory vote on the compensation of the Companys 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 Companys 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
Companys named executive officers.
Proposal 5 Amendment to the
Companys By-laws to Adopt Majority Voting in Uncontested Director
Elections
The amendment to the Companys
By-laws to adopt majority voting in uncontested director
elections was approved. The results of the vote were as
follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
27,553,101 | 49,755 | 24,565 | 4,325,476 | ||||||||||||
|
PERCENTAGE OF VOTED |
99.73 | % | 0.18 | % | 0.08 | % |
Proposal 6 Amendment to the
Companys By-laws to Adopt Advance Notice Procedures for Director
Nominations and Stockholder Proposals
The amendment to the Companys
By-laws to adopt advance notice procedures for director
nominations and stockholder proposals was approved. The results
of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
22,519,798 | 5,075,829 | 31,794 | 4,325,476 | ||||||||||||
|
PERCENTAGE OF VOTED |
81.51 | % | 18.37 | % | 0.11 | % |
Proposal 7 Amendment to the
Companys By-laws to Permit the Board of Directors to Amend the
By-laws
The amendment to the Companys
By-laws to permit the board of directors to amend the By-laws was
approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
23,295,598 | 4,291,631 | 40,192 | 4,325,476 | ||||||||||||
|
PERCENTAGE OF VOTED |
84.32 | % | 15.53 | % | 0.14 | % |
| Item9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 3.1 | Second Amended and Restated By-laws |
About Repligen Corporation (NASDAQ:RGEN)
Repligen Corporation is a bioprocessing company. The Company is focused on the development, production and commercialization of products used in the process of manufacturing biologic drugs (bioprocessing). The Company is a manufacturer of both native and recombinant forms of Protein A, critical reagents used in biomanufacturing to separate and purify monoclonal antibodies, a type of biologic drug. The Company also supplies several growth factor products, Alternating Tangential Flow (ATF) System products and cell filtration products used to increase cell culture productivity during the bioproduction process. The Company has developed a series of OPUS chromatography columns for use in clinical-scale manufacturing. The Company manufactures and sells Protein A and growth factors to life sciences companies under long-term supply agreements and sells its chromatography columns, as well as media and quality test kits. Repligen Corporation (NASDAQ:RGEN) Recent Trading Information
Repligen Corporation (NASDAQ:RGEN) closed its last trading session down -0.54 at 38.62 with 184,155 shares trading hands.