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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): September 2, 2025
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38596 |
|
82-2082553 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
500
Unicorn Park Drive
Suite 303
Woburn, MA 01801
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including
area code: (781) 222-9600
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:
| |
¨ | 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 |
|
REPL |
|
The Nasdaq Stock Market LLC
(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. |
| (a) |
On September 3, 2025, Replimune Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s
definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 25, 2025. |
| (b) |
The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below. |
| (1) | Proposal No. 1 – Election of Class I Directors: The following director nominees were elected
to serve as Class I members of the Company’s board of directors, each to serve for a three-year term until the Company’s
2028 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified: |
| Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Philip Astley-Sparke | |
59,951,241 | | |
2,536,881 | | |
8,133,506 | |
| Kapil Dhingra | |
52,720,755 | | |
9,767,367 | | |
8,133,506 | |
| Christy Oliger | |
57,753,910 | | |
4,734,212 | | |
8,133,506 | |
| Joseph Slattery | |
57,055,805 | | |
5,432,317 | | |
8,133,506 | |
| Michael Goller | |
62,116,691 | | |
371,431 | | |
8,133,506 | |
| (2) | Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm: The selection
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31,
2026 was ratified. |
| Votes For | | |
Votes Against | | |
Votes Abstaining | |
| 70,375,492 | | |
142,326 | | |
103,810 | |
| (3) | Proposal No. 3 – Say on Pay Proposal: The compensation of the Company’s
named executive officers for the fiscal year ended March 31, 2025 was approved on a non-binding advisory basis. |
| Votes For | | |
Votes Against | | |
Votes Abstaining | | |
Broker Non-Votes | |
| 61,212,356 | | |
1,250,054 | | |
25,712 | | |
8,133,506 | |
| (4) | Proposal No. 4 – Approval of an Amendment to the Company’s 2018 Omnibus
Incentive Compensation Plan: The proposal to approve an amendment to the Company’s 2018 Omnibus Incentive Compensation Plan
was not approved by the Company’s stockholders. |
| Votes For | | |
Votes Against | | |
Votes Abstaining | | |
Broker Non-Votes | |
| 26,965,226 | | |
35,490,941 | | |
31,955 | | |
8,133,506 | |
| Item 7.01 |
Regulation FD Disclosure. |
On September 2, 2025, the
Company issued a news release announcing that a Type A meeting with the U.S. Food and Drug Administration (the “FDA”) has
been scheduled. A copy of such news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General
Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
News Release dated September 2, 2025 |
| 104 |
|
Cover page interactive data file (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
REPLIMUNE GROUP, INC. |
| |
|
|
| Date: September 4, 2025 |
By: |
/s/ Sushil Patel |
| |
|
Sushil Patel |
| |
|
Chief Executive Officer |
