Repligen (NASDAQ: RGEN) holders back board, auditor and pay plan

Rhea-AI Filing Summary

Repligen Corporation reported the results of its 2026 Annual Meeting of Stockholders. As of the March 16, 2026 record date, 56,399,274 common shares were outstanding, and 54,022,359 were represented in person or by proxy, establishing a quorum.

Stockholders elected nine directors, each receiving more votes “for” than “against.” They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 56,399,274 shares Shares represented at meeting: 54,022,359 shares Auditor ratification For votes: 53,092,462 votes +4 more

7 metrics

Shares outstanding 56,399,274 shares Common stock issued and outstanding as of March 16, 2026

Shares represented at meeting 54,022,359 shares Shares present in person or by proxy at 2026 Annual Meeting

Auditor ratification For votes 53,092,462 votes Votes in favor of Ernst & Young LLP as 2026 auditor

Auditor ratification Against votes 900,084 votes Votes against ratifying Ernst & Young LLP

Say-on-pay For votes 50,333,558 votes Votes for approving named executive officer compensation

Say-on-pay Against votes 1,513,515 votes Votes against named executive officer compensation

Broker non-votes on say-on-pay 2,124,113 votes Broker non-votes recorded for executive compensation proposal

Key Terms

quorum, broker non-votes, independent registered public accounting firm, non-binding, advisory vote

4 terms

quorum financial

"54,022,359 shares were represented, in person or by proxy, at the 2026 Annual Meeting, constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Broker Non-Votes | ... 2,124,113"

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.

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

non-binding, advisory vote financial

"to consider and act upon a non-binding, advisory vote to approve the compensation of the Company’s named executive officers"

Understanding 8-K Material Events →

false000073027200007302722026-05-142026-05-14

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): May 14, 2026

REPLIGEN CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-14656	04-2729386
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
41 Seyon Street
Waltham, Massachusetts				02453
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 250-0111

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 $0.01 per share		RGEN		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

On May 14, 2026, Repligen Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). As of March 16, 2026, the record date for the 2026 Annual Meeting, 56,399,274 shares of the Company’s common stock were issued and outstanding, of which 54,022,359 shares were represented, in person or by proxy, at the 2026 Annual Meeting, constituting a quorum. At the 2026 Annual Meeting, the Company’s stockholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026:

i.to elect the nine (9) director nominees identified in the Proxy Statement to the Company’s Board of Directors;

ii.to consider and ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

iii.to consider and act upon a non-binding, advisory vote to approve the compensation of the Company’s named executive officers.

Each of the director nominees in proposal 1 were duly elected by, and each of proposals 2 and 3 were approved by, the Company’s stockholders at the 2026 Annual Meeting. The following voting results are final:

Proposal 1 - Election of the Board of Directors

Nominee		For				Against				Abstain				Broker Non-Votes
Olivier Loeillot			51,750,665				116,198				31,383				2,124,113
Martin Madaus, D.V.M., Ph.D.			51,091,036				775,295				31,915				2,124,113
Karen A. Dawes			42,726,647				9,132,553				39,046				2,124,113
Nicolas M. Barthelemy			51,526,602				339,481				32,163				2,124,113
Carrie Eglinton Manner			41,987,697				9,871,020				39,529				2,124,113
Konstantin Konstantinov, Ph.D.			51,137,462				728,874				31,910				2,124,113
Rohin Mhatre, Ph.D.			51,649,920				215,384				32,942				2,124,113
Glenn P. Muir			38,592,456				13,265,484				40,306				2,124,113
Margaret A. Pax			51,011,846				849,103				37,297				2,124,113

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

For				Against				Abstain				Broker Non-Votes
	53,092,462				900,084				29,813				—

Proposal 3 - Advisory Vote on Compensation of the Named Executive Officers

For				Against				Abstain				Broker Non-Votes
	50,333,558				1,513,515				51,173				2,124,113

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 hereunto duly authorized.

		REPLIGEN CORPORATION
Date:	May 15, 2026	By:	/s/ Olivier Loeillot
			Olivier Loeillot
			President and Chief Executive Officer

FAQ

What did Repligen (RGEN) stockholders vote on at the 2026 annual meeting?

Repligen stockholders voted to elect nine directors, ratify Ernst & Young LLP as independent registered public accounting firm for 2026, and approve a non-binding advisory resolution on executive compensation, commonly called a say-on-pay vote, at the 2026 Annual Meeting of Stockholders.

Were all Repligen (RGEN) director nominees elected at the 2026 annual meeting?

All nine Repligen director nominees were elected. Each nominee, including Olivier Loeillot and Margaret A. Pax, received more votes in favor than against, with additional abstentions and broker non-votes recorded, confirming their election to the Board of Directors for the upcoming term.

Did Repligen (RGEN) stockholders approve the company’s auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as Repligen’s independent registered public accounting firm for the year ending December 31, 2026, with 53,092,462 votes for, 900,084 against, and 29,813 abstentions, and no broker non-votes recorded on this proposal.

How did Repligen (RGEN) stockholders vote on executive compensation in 2026?

Repligen stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 50,333,558 votes for, 1,513,515 against, 51,173 abstentions, and 2,124,113 broker non-votes at the 2026 meeting.

Was there a quorum at Repligen’s (RGEN) 2026 Annual Meeting of Stockholders?

Yes, a quorum was present. Out of 56,399,274 Repligen common shares issued and outstanding as of March 16, 2026, 54,022,359 shares were represented in person or by proxy at the 2026 Annual Meeting, satisfying quorum requirements for conducting business.

When was the record date for Repligen’s (RGEN) 2026 annual stockholder meeting?

The record date for Repligen’s 2026 Annual Meeting of Stockholders was March 16, 2026. Stockholders of record on that date, holding a total of 56,399,274 common shares, were entitled to vote on the director elections, auditor ratification, and executive compensation proposal.

Filing Exhibits & Attachments

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