Repligen Corp Files Proxy Statement Supplement

TL;DR

Repligen filed more proxy docs for the annual meeting, no fee needed.

AI Summary

Repligen Corporation filed a Definitive Additional Materials proxy statement on May 3, 2024, for its annual meeting of stockholders. The filing is a supplement to its previous proxy statement and does not require a filing fee. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing provides additional information to shareholders regarding the upcoming annual meeting, ensuring they have all necessary details for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) providing supplemental information for an annual meeting, not indicating any immediate financial or operational risks.

Key Players & Entities

• REPLIGEN CORP (company) — Registrant
• 0001193125-24-129681 (filing_id) — Accession Number
• 20240503 (date) — Filing Date
• 41 SEYON STREET (address) — Company Business Address
• WALTHAM (city) — Company Business City
• MA (state) — Company Business State
• 02453 (zip_code) — Company Business Zip Code

FAQ

Key Financial Figures

• $179.80 m — in 2020, which is calculated using the $179.80 market closing price of the Common Stock

Filing Documents

• d835996ddefa14a.htm (DEFA14A) — 20KB
• 0001193125-24-129681.txt ( ) — 21KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 REPLIGEN CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (4) and 0-11. REPLIGEN CORPORATION (Repligen or the Company) SUPPLEMENT TO PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2024 (the Annual Meeting) May 3, 2024 It has come to our attention that certain disclosures in Repligens definitive proxy statement for our Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 1, 2024, were incorrect. Specifically, both the narrative and tabular disclosures in the section titled Potential Payments Upon Termination or Change in Control incorrectly report that the initial equity awards granted to certain of our named executive officers (the NEOs) are subject to single trigger acceleration upon a sale event (as defined under our 2018 Stock Option and Incentive Plan and our Amended and Restated 2012 Stock Option and Incentive Plan, each as amended). As such, with this proxy statement supplement, we are clarifying and confirming that the Company, including our Compensation Committee, no longer provides for the immediate ( i.e. , single trigger) acceleration of equity awards in connection with a sale event. Accordingly, neither Mr. Garlands nor Mr. Loeillots equity awards are subject to immediate ( i.e. , single trigger) acceleration upon a sale event, and the change in control acceleration for all of Mr. Garlands and Mr. Loeillots awards, including their initial awards, is triggered only upon a termination of the executive by the Company or the resignation by the executive for good reason following a change in control ( i.e. , double trigger). In light of the foregoing, the second table in the Potential Payments Upon Termination or Change in Control in our definitive proxy Assuming a change in control occurred on December 31, 2023 in which equity awards were assumed, continued or substituted and no qualifying termination of employment occurred within 24 months thereafter, each of Mr. Hunt and Mr. Bylund would have been entitled to the payments and benefits shown in the table below. Cash severance benefits and, other than as set forth below, equity acceleration, for each of the NEOs in connection with a sale event are triggered only upon a termination of the executive by the Company or the resignation by the executive for good reason following a change in control (i.e., double trigger). Payments and Benefits Name Base Salary Continuation ($) Value of Accelerated Vesting of Equity Awards ($) (1) Value of Health Insurance Under COBRA ($) Total ($) Tony J. Hunt 30,317,856 30,317,856 Jason K. Garland James R. Bylund 701,480 701,480 Christine Gebski Ralf Kuriyel Olivier Loeillot (1) Based on the intrinsic value of the one-time special award granted to Mr. Hunt in 2018 on December 31, 2023 and initial equity awards made to Mr. Bylund in connection with his hiring in 2020, which is calculated using the $179.80 market closing price of the Common Stock on December 29, 2023, the last trading day of 2023. Note to shareholders of record as of March 18, 2024 (the Record Date): If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote. If you wish to change your vote, please refer to the Revoking Your Proxy section of the proxy statement for instructions on how to change or revoke your proxy.

View Full Filing

View this DEFA14A filing on SEC EDGAR