8-KShareholder MattersCorporate ChangesExhibits & Filings

REGENERON PHARMACEUTICALS, INC. 8-K Report, Bylaw Amendment (Jun 14, 2023)

Filed June 14, 2023For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K on June 13, 2023, detailing key corporate governance actions and shareholder vote outcomes from its Annual Meeting held on June 9, 2023. The most significant governance change involves an amendment to the company's By-Laws to implement its previously disclosed Board leadership succession plan, allowing for the election of two Co-Chairs of the Board. Shareholders overwhelmingly approved routine matters, including the election of Class II directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023, and the advisory vote on executive compensation. The company will continue with annual advisory votes on executive compensation. A shareholder proposal related to access to medicine in intellectual property protection was not approved.

Key Highlights

  • 1Amendment to By-Laws to facilitate a Board leadership succession plan, enabling the appointment of two Co-Chairs.
  • 2All nominated Class II directors were elected with substantial support.
  • 3Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2023.
  • 4An advisory vote to approve executive compensation was passed by a significant majority.
  • 5Shareholders determined that future advisory votes on executive compensation will occur annually.
  • 6A shareholder proposal regarding access to medicine in intellectual property matters was defeated.

Frequently Asked Questions

The company amended its Amended and Restated By-Laws to allow the Board of Directors to elect two Co-Chairs. This change is part of a previously disclosed Board leadership succession plan.

Shareholders elected all nominated Class II directors, with votes for each nominee significantly outnumbering votes against, abstentions, and broker non-votes.

Yes, shareholders overwhelmingly approved the ratification of PricewaterhouseCoopers LLP as Regeneron's independent registered public accounting firm for the fiscal year ending December 31, 2023.

The advisory vote to approve the compensation of the company's named executive officers was approved by a substantial majority of the votes cast.

Based on the shareholder vote, the company will hold an advisory vote on executive compensation annually.