8-KRegulation FDOther EventsExhibits & Filings

REGENERON PHARMACEUTICALS, INC. 8-K Report, Regulation FD Disclosure (Oct 12, 2018)

Filed October 12, 2018For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) has filed an 8-K report on October 12, 2018, disclosing a proposed settlement for previously disclosed shareholder derivative lawsuits. The report details the scheduling of a final settlement approval hearing for December 3, 2018, concerning actions filed in 2015 and 2017. This settlement aims to resolve claims related to the company's governance and executive compensation. The proposed settlement includes several key provisions for Regeneron, such as imposing specified limitations on certain director compensation for five years starting December 2018 and implementing new corporate governance measures. The company will also pay attorneys' fees and expenses related to the litigation. Investors should note that these fees will be covered by the company or its insurance carrier and will not be sought from shareholders or individual defendants.

Key Highlights

  • 1Regeneron has reached a proposed settlement for ongoing shareholder derivative lawsuits.
  • 2A final court hearing to approve the settlement is scheduled for December 3, 2018.
  • 3The settlement mandates limitations on certain director compensation for five years.
  • 4New corporate governance measures are to be implemented as part of the settlement.
  • 5Regeneron will pay attorneys' fees and expenses associated with the litigation.
  • 6The settlement's financial burden for fees and expenses will be borne by the company or its insurer, not by individual shareholders or defendants.

Frequently Asked Questions

The derivative lawsuits, filed in 2015 and 2017, are related to matters concerning Regeneron's corporate governance and director compensation. The specifics of the allegations are detailed in the Notice of Proposed Settlement of Derivative Actions.

The key terms include limitations on certain director compensation for five years, the implementation of specific corporate governance measures, and Regeneron's agreement to pay attorneys' fees and expenses for the plaintiffs' counsel.

No, the settlement explicitly states that the attorneys' fees and expenses will be paid by Regeneron or its applicable insurance carrier. They will not be sought from any other shareholder of the Company or the individual defendants involved in the lawsuits.

A final court hearing to determine whether the settlement terms are fair, reasonable, and adequate, and should be approved, is scheduled for December 3, 2018. The Court's approval is required for the settlement to be finalized.