8-KLeadership ChangesShareholder Matters

REGENERON PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Jun 15, 2011)

Filed June 15, 2011For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K report on June 14, 2011, detailing outcomes from its Annual Meeting of Shareholders held on June 10, 2011. The most significant event for investors was the shareholder approval of the Second Amended and Restated 2000 Long-Term Incentive Plan. This plan was amended to increase the available shares by 12 million and extend its term through December 31, 2016. The re-approval also pertains to specific performance goals for Section 162(m) of the Internal Revenue Code, which is important for executive compensation and tax deductibility. Additionally, the filing confirms the election of Class II directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011, and provides results for advisory votes on executive compensation and the frequency of future advisory votes. The overwhelming support for directors and auditors, along with a positive advisory vote on executive pay, suggests shareholder confidence in the company's leadership and financial oversight.

Key Highlights

  • 1Shareholder approval of the Second Amended and Restated 2000 Long-Term Incentive Plan, increasing share availability by 12 million and extending the plan until December 31, 2016.
  • 2Re-approval of performance goals under the Long-Term Incentive Plan for Section 162(m) purposes, crucial for tax deductibility of executive compensation.
  • 3Election of Class II directors, including Alfred G. Gilman, M.D., Ph.D., Joseph L. Goldstein, M.D., Ph.D., Christine A. Poon, and P. Roy Vagelos, M.D., to serve until the 2014 Annual Meeting.
  • 4Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011, indicating continued trust in their auditing services.
  • 5Strong shareholder support for the advisory vote on executive compensation, with a significant majority voting in favor.
  • 6Shareholders favored a triennial advisory vote on executive compensation, with 'Three Years' receiving the highest number of votes.

Frequently Asked Questions

The shareholder vote approved amendments to the Second Amended and Restated 2000 Long-Term Incentive Plan. Key changes include increasing the number of shares available for issuance under the plan by 12 million and extending the plan's term until December 31, 2016. This approval also re-validates performance goals for tax purposes under Section 162(m) of the Internal Revenue Code.

All nominated Class II directors, Alfred G. Gilman, M.D., Ph.D., Joseph L. Goldstein, M.D., Ph.D., Christine A. Poon, and P. Roy Vagelos, M.D., were elected to serve until the 2014 Annual Meeting of Shareholders. The votes indicated strong support from shareholders for these nominees.

While most proposals received broad shareholder support, the approval of the Long-Term Incentive Plan saw a notable number of 'Against' votes (38,142,746). However, the 'For' votes were sufficient for approval. The advisory vote on executive compensation and the frequency of future advisory votes also received a smaller, but present, number of 'Against' and 'Abstain' votes.

PricewaterhouseCoopers LLP has been ratified as Regeneron's independent registered public accounting firm for the fiscal year ending December 31, 2011. This decision was approved by a substantial majority of the shareholders.