Edgar Filing: REPLIGEN CORP

REPLIGEN CORPORATION

Date: May 10, 2013

/s/ Walter C. Herlihy

Walter C. Herlihy

President and Chief Executive Officer

Form 8-K

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 9, 2013

Repligen Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-14656

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)

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Repligen Corporation (the “Company”) was held on May 9, 2013. Proxies were solicited pursuant to the Company’s proxy statement filed on April 9, 2013, 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 31,315,280. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 26,947,242, representing 86% 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 stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders 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, 2013 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

Glenn L. Cooper, Karen A. Dawes, Alfred L. Goldberg, Michael A. Griffith, Earl Webb Henry, Walter C. Herlihy 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			WITHHELD		% WITHHELD			BROKER NON- VOTES

Glenn L. Cooper		16,691,663		96.76	%		558,064		3.24	%		9,697,515

Karen A. Dawes		16,726,646		96.97	%		523,081		3.03	%		9,697,515

Alfred L. Goldberg		16,689,663		96.75	%		560,064		3.25	%		9,697,515

Michael A. Griffith		16,692,273		96.77	%		557,454		3.23	%		9,697,515

Earl Webb Henry		16,687,363		96.74	%		562,364		3.26	%		9,697,515

Walter C. Herlihy		16,691,743		96.77	%		557,984		3.23	%		9,697,515

Thomas F. Ryan, Jr.		16,687,173		96.74	%		562,554		3.26	%		9,697,515

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, 2013 was ratified. The results of the ratification were as follows:


	FOR			AGAINST			ABSTAIN			BROKER NON- VOTES

NUMBER		26,665,257			205,190			76,795			—

PERCENTAGE		98.95	%		0.76	%		0.28	%		—

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		16,996,467			183,697			69,563			9,697,515

PERCENTAGE		98.53	%		1.06	%		0.40	%

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.