Replimune details vote results, FDA Type A meeting

Replimune Group, Inc. filed an 8-K reporting stockholder voting results and a regulatory update.

Rhea-AI Filing Summary

Replimune Group, Inc. filed an 8-K reporting stockholder voting results and a regulatory update. Stockholders cast tens of millions of votes for multiple director nominees, with each nominee receiving substantially more votes "for" than "withheld," such as Michael Goller with 62,116,691 votes for and 371,431 withheld.

The filing also lists vote counts on additional matters, including one item with 70,375,492 votes for and 142,326 against, and another with 61,212,356 votes for and 1,250,054 against. Separately, the company disclosed that a Type A meeting with the U.S. Food and Drug Administration has been scheduled, as announced in a news release furnished as Exhibit 99.1.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Replimune Group (REPL) disclose in this 8-K?

Replimune Group reported stockholder voting results for several matters, including director elections, and furnished a news release stating that a Type A meeting with the U.S. Food and Drug Administration has been scheduled.

What were the director voting results for Replimune Group (REPL)?

The filing shows that each listed director nominee received many more votes "for" than "withheld." For example, Michael Goller received 62,116,691 votes for and 371,431 withheld, and Philip Astley-Sparke received 59,951,241 votes for and 2,536,881 withheld.

What other stockholder vote totals did Replimune (REPL) report?

Replimune reported vote counts on additional matters, including one with 70,375,492 votes for, 142,326 against and 103,810 abstaining, and another with 61,212,356 votes for, 1,250,054 against, 25,712 abstaining and 8,133,506 broker non-votes.

Did Replimune (REPL) report any broker non-votes?

Yes. Several of the voting tables list broker non-votes, including 8,133,506 broker non-votes for multiple items reported in the 8-K.

What FDA-related update did Replimune Group (REPL) provide?

The company stated that a Type A meeting with the U.S. Food and Drug Administration has been scheduled, as described in a news release furnished as Exhibit 99.1.

How did Replimune (REPL) furnish the FDA meeting information?

The information about the scheduled Type A FDA meeting was provided under Item 7.01 and furnished through Exhibit 99.1, which is a news release dated September 2, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/04/2025 - 04:05 PM Learn about SEC filing dates

false 0001737953 0001737953 2025-09-02 2025-09-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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