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  4. [8-K] REGENERON PHARMACEUTICALS, INC. Reports Material Event

Regeneron (NASDAQ: REGN) holders back board, auditor and pay plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Regeneron Pharmaceuticals, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 12, 2026. Shareholders elected five Class II directors to serve until the 2027 annual meeting, with each nominee receiving substantially more votes "For" than "Against."

Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,503,788 votes For and 6,443,958 Against. In addition, the advisory resolution approving executive compensation received 96,469,374 votes For and 6,898,268 Against, with 5,543,411 broker non-votes.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
PwC ratification For votes 102,503,788 votes Ratification of independent auditor for fiscal year ending December 31, 2026
PwC ratification Against votes 6,443,958 votes Ratification of independent auditor for fiscal year ending December 31, 2026
Say-on-pay For votes 96,469,374 votes Advisory vote on executive compensation
Say-on-pay Against votes 6,898,268 votes Advisory vote on executive compensation
Broker non-votes on say-on-pay 5,543,411 votes Advisory vote on executive compensation
Votes For Huda Y. Zoghbi 100,665,234 votes Election as Class II director until 2027 Annual Meeting
Votes For David P. Schenkein 99,241,219 votes Election as Class II director until 2027 Annual Meeting
Annual Meeting of Shareholders regulatory
"At the 2026 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
independent registered public accounting firm financial
"the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote on executive compensation financial
"The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
Broker Non-Votes regulatory
"Broker Non-Votes: 5,543,411"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 12, 2026

 

REGENERON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

New York

(State or other jurisdiction of incorporation)

 

000-19034   13-3444607

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

   
777 Old Saw Mill River Road, Tarrytown, New York   10591-6707
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (914) 847-7000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock – par value $0.001 per share REGN NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2026 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) held on June 12, 2026, Regeneron’s shareholders voted on the matters set forth below.

 

Proposal 1 – Election of Directors

 

The following nominees for Class II directors were elected to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified based upon the following votes:

 

Nominee  For   Against   Abstain   Broker Non-Votes 
Joseph L. Goldstein, M.D.   72,398,297    30,904,254    170,603    5,543,411 
Christine A. Poon   79,409,070    24,004,880    59,204    5,543,411 
David P. Schenkein, M.D.   99,241,219    4,180,107    51,828    5,543,411 
Craig B. Thompson, M.D.   81,933,651    21,378,567    160,936    5,543,411 
Huda Y. Zoghbi, M.D.   100,665,234    2,698,397    109,523    5,543,411 
                     

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved based upon the following votes:

 

For:   102,503,788 
Against:   6,443,958 
Abstain:   68,819 

 

Proposal 3 – Advisory Vote on Executive Compensation

 

The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed April 24, 2026 was approved based upon the following votes:

 

For:   96,469,374 
Against:   6,898,268 
Abstain:   105,512 
Broker Non-Votes:   5,543,411 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  REGENERON PHARMACEUTICALS, INC.
   
  /s/ Joseph J. LaRosa
  Joseph J. LaRosa
  Executive Vice President, General Counsel and Secretary
 

Date: June 17, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Regeneron (REGN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five Class II directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving an advisory resolution on executive compensation as disclosed in the April 24, 2026 proxy statement.

Were Regeneron (REGN) directors re-elected at the 2026 shareholder meeting?

Yes. Five Class II directors, including Joseph L. Goldstein, Christine A. Poon and Huda Y. Zoghbi, were elected to serve until the 2027 Annual Meeting of Shareholders, each receiving substantially more votes For than Against in the reported tallies.

Did Regeneron (REGN) shareholders approve the advisory vote on executive compensation?

Yes. The advisory resolution on executive compensation received 96,469,374 votes For, 6,898,268 votes Against, 105,512 Abstain and 5,543,411 broker non-votes, indicating overall shareholder support for the company’s named executive officer pay program.

Which audit firm did Regeneron (REGN) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Regeneron’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,503,788 votes For, 6,443,958 votes Against, and 68,819 Abstain at the 2026 Annual Meeting.

When was Regeneron’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders for Regeneron Pharmaceuticals, Inc. was held on June 12, 2026, where shareholders voted on director elections, auditor ratification, and an advisory resolution on executive compensation, as reported in the company’s Form 8-K.

Filing Exhibits & Attachments

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