8-KMaterial AgreementsCorporate Changes

REGENERON PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Apr 14, 2005)

Filed April 14, 2005For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K report on April 14, 2005, detailing two key events that occurred on April 8, 2005. The company's board of directors approved an additional annual retainer of $5,000 for the Chairman of the Audit Committee, Mr. George L. Sing. This supplemental payment is on top of the standard $15,000 annual retainer provided to all non-employee directors, recognizing the specific responsibilities of the Audit Committee Chair. Furthermore, the board approved an amendment to the Company's Code of Business Conduct and Ethics. This amendment strengthens the company's ethical guidelines by explicitly adding sections on the protection of company assets and a clear prohibition against insider trading based on material non-public information. These updates reflect a commitment to robust corporate governance and ethical business practices.

Key Highlights

  • 1Additional $5,000 annual retainer approved for the Chairman of the Audit Committee.
  • 2Total annual retainer for the Audit Committee Chairman is now $20,000 ($15,000 regular + $5,000 additional).
  • 3The amendment to the Code of Business Conduct and Ethics adds a section on protecting company assets.
  • 4A new section prohibits officers, directors, and employees from trading securities based on material non-public information.
  • 5The amended Code applies to all directors, officers, and employees.
  • 6The full amended Code of Business Conduct and Ethics is available on Regeneron's investor relations website.

Frequently Asked Questions

The additional $5,000 annual retainer was approved to recognize and compensate for the specific and significant responsibilities associated with the role of Chairman of the Audit Committee.

The Code was amended to include explicit provisions for protecting company assets from loss, theft, or misuse. Additionally, a new section was added to specifically prohibit insider trading by officers, directors, and employees based on material non-public information obtained from the company.

The amended Code of Business Conduct and Ethics applies to all of Regeneron's directors, officers, and employees.

A complete copy of the amended Code is available on Regeneron's corporate website (www.regeneron.com) under the 'Corporate Governance' section of the 'Investor Relations' page.