--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-027276" form_type: "8-K" ticker: "SRPT" cik: "0000873303" company_name: "Sarepta Therapeutics, Inc." filed_at: "2023-06-09T23:59:59+00:00" generated_at: "2026-06-14T04:28:28.216240+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Sarepta shareholders reject executive compensation in advisory vote; approve equity plan amendments ## Summary - Advisory vote on 2022 named executive officer compensation failed: 52.8M against vs 20.4M for. - Approved Amendment No. 3 to 2018 Equity Incentive Plan, increasing authorized shares by 2.5M to 13.2M. - Approved Amendment No. 2 to ESPP, increasing authorized shares by 300K to 1.4M. - Re-elected directors Barry, Behrens, Mayo, Nicaise as Class II members for two-year terms. - Advisory vote on frequency of future executive compensation votes: one year approved with 73M votes. ## SEC filing metadata - accession: 0000950170-23-027276 - form_type: 8-K - ticker: SRPT - cik: 0000873303 - company_name: Sarepta Therapeutics, Inc. - filed_at: 2023-06-09T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/srpt-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-027276 - JSON: https://secwatch.observer/filing/0000950170-23-027276.json - Plain text: https://secwatch.observer/filing/0000950170-23-027276.txt ## Key facts - Shareholder Votes Sarepta Therapeutics, Inc. shareholders approved Amendment to the Company’s 2018 Equity Incentive Plan at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 3: Amendment to the Company’s 2018 Equity Incentive Plan The stockholders approved the 2018 Plan Amendment. The results of the vote were as follows: For Against Abstain Broker Non-Votes 65,720,789 8,039,982 28,571 8,421,872 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - Shareholder Votes Sarepta Therapeutics, Inc. shareholders approved Advisory Vote on whether an advisory vote on executive compensation should be held every one, two or three years at the 2023-06-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 5: Advisory Vote on whether an advisory vote on executive compensation should be held every one, two or three years The stockholders approved, on an advisory basis, the frequency of every one year for an advisory vote on executive compensation. The results of the advisory vote were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 73,036,748 68,609 617,055 66,930 8,421,872 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - Shareholder Votes Sarepta Therapeutics, Inc. shareholders approved Amendment to the Company’s Amended and Restated 2013 Employee Stock Purchase Plan at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 4: Amendment to the Company’s Amended and Restated 2013 Employee Stock Purchase Plan The stockholders approved the 2016 ESPP Amendment. The results of the vote were as follows: For Against Abstain Broker Non-Votes 73,433,804 332,148 23,390 8,421,872 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - Shareholder Votes Sarepta Therapeutics, Inc. shareholders approved Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 6: Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023. The results of the vote were as follows: For Against Abstain 80,401,023 1,747,340 62,851 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - Shareholder Votes Sarepta Therapeutics, Inc. shareholders approved Election of Directors at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 1: Election of Directors The director nominees listed below were elected to serve on the Company’s board of directors as members of Class II for a term of two years. The results of the vote were as follows: Name of Nominee For Against Abstain Broker Non- Votes Richard J. Barry 53,491,803 20,272,569 24,970 8,421,872 M. Kathleen Behrens, Ph.D. 63,663,186 10,095,019 31,137 8,421,872 Stephen L. Mayo, Ph.D. 69,343,149 4,421,653 24,540 8,421,872 Claude Nicaise, M.D. 61,567,590 12,196,029 25,723 8,421,872 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm - Shareholder Votes Sarepta Therapeutics, Inc. shareholders rejected Advisory Vote to Approve Named Executive Officer Compensation at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-06-08 source text: Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation The stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers for 2022. The results of the advisory vote were as follows: For Against Abstain Broker Non-Votes 20,368,530 52,772,697 648,115 8,421,872 evidence_url: https://www.sec.gov/Archives/edgar/data/873303/000095017023027276/0000950170-23-027276-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.