--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-071187" form_type: "8-K" ticker: "REGN" cik: "0000872589" company_name: "REGENERON PHARMACEUTICALS, INC." filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T01:41:47.553771+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Regeneron shareholders re-elect all four Class II directors; bylaw amended to allow Co-Chairs ## Summary - Joseph Goldstein, Christine Poon, Craig Thompson, Huda Zoghbi elected as Class II directors at June 9 annual meeting. - Say-on-pay advisory vote approved (97.8M for, 14.5M against). - Shareholders selected one-year frequency for future say-on-pay votes (111.2M votes). - Non-binding proposal on access-to-medicine report rejected (10.6M for, 101.4M against). - Bylaw amended to permit Board to elect two Co-Chairs, either of whom can exercise full powers. ## SEC filing metadata - accession: 0001104659-23-071187 - form_type: 8-K - ticker: REGN - cik: 0000872589 - company_name: REGENERON PHARMACEUTICALS, INC. - filed_at: 2023-06-14T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/tm2318622d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-071187 - JSON: https://secwatch.observer/filing/0001104659-23-071187.json - Plain text: https://secwatch.observer/filing/0001104659-23-071187.txt ## Key facts - Governance Changes REGENERON PHARMACEUTICALS, INC.: Amendment to by-laws to permit election of two Co-Chairs of the Board, with either Co-Chair able to exercise full powers (effective 2023-06-09). - Change: bylaw amendment - Effective: 2023-06-09 source text: The Amendment provides that the Board from time to time may elect two persons to serve as Co-Chairs of the Board and that, if there are Co-Chairs, either Co-Chair may exercise the full powers and authorities of the office. evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - Shareholder Votes REGENERON PHARMACEUTICALS, INC. shareholders approved Election of Class II directors at the 2023-06-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-09 source text: Proposal 1 – Election of Directors The following nominees for Class II directors were elected to serve until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified based upon the following votes: Nominee For Against Abstain Broker Non-Votes Joseph L. Goldstein, M.D. 78,930,855 33,390,357 196,082 4,209,777 Christine A. Poon 84,515,116 27,751,062 251,116 4,209,777 Craig B. Thompson, M.D. 111,784,253 644,879 88,162 4,209,777 Huda Y. Zoghbi, M.D. 108,341,947 4,126,763 48,584 4,209,777 evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - Shareholder Votes REGENERON PHARMACEUTICALS, INC. shareholders rejected Non-binding shareholder proposal requesting report on process by which access to medicine is considered in matters related to protecting intellectual property at the 2023-06-09 meeting. - Outcome: failed - Meeting: 2023-06-09 source text: Proposal 5 – Non-binding Shareholder Proposal Requesting Report on a Process by which Access to Medicine is Considered in Matters Related to Protecting Intellectual Property The non-binding shareholder proposal requesting report on a process by which access to medicine is considered in matters related to protecting intellectual property was not approved based upon the following votes: For: 10,554,422 Against: 101,359,081 Abstain: 603,791 Broker Non-Votes: 4,209,777 evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - Shareholder Votes REGENERON PHARMACEUTICALS, INC. shareholders approved Advisory vote to approve the compensation of named executive officers at the 2023-06-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-09 source text: Proposal 3 – Advisory Vote on Executive Compensation The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved based on the following votes: For: 97,786,842 Against: 14,490,406 Abstain: 240,046 Broker Non-Votes: 4,209,777 evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - Shareholder Votes REGENERON PHARMACEUTICALS, INC. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-09 source text: Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved based upon the following votes: For: 112,392,480 Against: 4,290,618 Abstain: 43,973 evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm - Shareholder Votes REGENERON PHARMACEUTICALS, INC. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-06-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-09 source text: Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation One year was selected by a majority of the votes cast on the advisory proposal on the frequency of future advisory votes on executive compensation based upon the following votes: One Year: 111,204,155 Two Years: 56,571 Three Years: 1,192,972 Abstain: 63,596 Broker Non-Votes: 4,209,777 evidence_url: https://www.sec.gov/Archives/edgar/data/872589/000110465923071187/0001104659-23-071187-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.