--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-150037" form_type: "8-K" ticker: "RGEN" cik: "0000730272" company_name: "REPLIGEN CORP" filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T18:48:01.016817+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Repligen shareholders approve charter amendment allowing board to amend bylaws at 2023 annual meeting ## Summary - Eight directors elected including Tony J. Hunt; all nominees received majority support. - Ernst & Young LLP ratified as independent auditor for fiscal year ending December 31, 2023. - Say-on-pay approved with ~96% of votes cast in favor; annual frequency selected for future votes. - Charter amendment approved giving board authority to adopt, amend, or repeal bylaws. - Ratification of amended bylaws implementing shareholder proxy access passed with 99.9% support. ## SEC filing metadata - accession: 0001193125-23-150037 - form_type: 8-K - ticker: RGEN - cik: 0000730272 - company_name: REPLIGEN CORP - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/d444083d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-150037 - JSON: https://secwatch.observer/filing/0001193125-23-150037.json - Plain text: https://secwatch.observer/filing/0001193125-23-150037.txt ## Key facts - Governance Changes REPLIGEN CORP: Amendment to Certificate of Incorporation to permit Board to adopt, amend or repeal Bylaws (effective 2023-05-18). - Change: charter amendment - Effective: 2023-05-18 source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described below in Item 5.07 of this Current Report on Form 8-K and in Repligen Corporation’s (the “Company”) proxy statement filed with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act, as amended, on April 11, 2023 (the “Proxy Statement”), on May 18, 2023, the Company’s shareholders voted at the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) to, among other things, approve an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation to permit the Board of Directors of the Company (the “Board”) to adopt, amend or repeal the Company’s By-laws. evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Election of the Board of Directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 1 - Election of the Board of Directors Nicolas M. Barthelemy, Karen A. Dawes, Carrie Eglinton Manner, Tony J. Hunt, Rohin Mhatre, Ph.D., Glenn P. Muir, Konstantin Konstantinov, Ph.D. and Martin Madaus, D.V.M., Ph.D. were duly elected to the Board. The results of the election were as follows: NOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTES Nicolas M. Barthelemy 46,619,756 2,954,456 37,128 2,990,083 Karen A. Dawes 44,258,984 5,315,967 36,389 2,990,083 Carrie Eglinton Manner 49,411,646 163,031 36,663 2,990,083 Tony J. Hunt 49,421,145 153,400 36,795 2,990,083 Rohin Mhatre, Ph.D. 48,929,182 641,737 40,421 2,990,083 Glenn P. Muir 48,828,381 745,628 37,331 2,990,083 Konstantin Konstantinov, Ph.D. 47,615,575 1,958,323 37,442 2,990,083 Martin Madaus, D.V.M., Ph.D. 48,627,119 946,461 37,760 2,990,083 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Approve the Ratification of the Amendment and Restatement of the By-laws to implement shareholder proxy access at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 6 – Approve the Ratification of the Amendment and Restatement of the By-laws The ratification of the amendment and restatement of the By-laws adopted by the Board on January 27, 2021 to implement shareholder proxy access was ratified. The results of the ratification were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES NUMBER 49,551,765 19,487 40,088 2,990,083 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Advisory Vote on Compensation of the Named Executive Officers at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: 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 48,195,853 1,375,453 40,034 2,990,083 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Approve the Charter Amendment to permit the Board to adopt, amend or repeal the By-laws at the 2023-05-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 5 - Approve the Charter Amendment The amendment to the Company's Certificate of Incorporation to permit the Board to adopt, amend or repeal the By-laws was approved. The results of the vote were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES NUMBER 42,247,296 6,615,716 748,328 2,990,083 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Ratify the Appointment of Independent Registered Public Accounting Firm at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: 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, 2023 was ratified. The results of the ratification were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES NUMBER 51,821,932 754,809 24,682 0 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm - Shareholder Votes REPLIGEN CORP shareholders approved Advisory Vote on Frequency of Future Advisory Votes on the Compensation of Named Executive Officers at the 2023-05-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-18 source text: Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on the Compensation of Named Executive Officers The frequency of future advisory votes on the compensation of the Company's named executive officers was approved on advisory basis. The results of the vote were as follows: 1 Year 2 Years 3 Years ABSTAIN BROKER NON-VOTES NUMBER 49,248,032 32,822 287,871 42,615 2,990,083 evidence_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523150037/0001193125-23-150037-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.