Sarepta holders back 2026 equity and ESPP plans

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What did Sarepta Therapeutics (SRPT) stockholders approve at the 2026 annual meeting?

How many shares are reserved under Sarepta Therapeutics’ 2026 Equity Incentive Plan?

How many shares are available under Sarepta Therapeutics’ 2026 Employee Stock Purchase Plan?

What was the quorum and participation level at Sarepta Therapeutics’ 2026 annual meeting?

Were Sarepta Therapeutics’ director nominees elected at the 2026 annual meeting?

Did Sarepta Therapeutics stockholders approve 2025 executive compensation on an advisory basis?

Which audit firm did Sarepta Therapeutics stockholders ratify for 2026?

Sarepta Therapeutics, Inc. reported results from its annual stockholder meeting.

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8-K

Sarepta Therapeutics, Inc. reported results from its annual stockholder meeting. Stockholders approved the new 2026 Equity Incentive Plan, which allows issuance of up to 6,286,841 shares of common stock under future awards, replacing the prior 2018 equity plan.

They also approved a new 2026 Employee Stock Purchase Plan, making 1,500,000 shares available for employee purchases and replacing the amended 2013 ESPP. All Class I director nominees were elected for two-year terms, executive compensation for 2025 received advisory approval, and KPMG LLP was ratified as independent auditor for the year ending December 31, 2026.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 9.01 Financial Statements and Exhibits Exhibits

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

2026 Equity Plan share pool: 6,286,841 shares 2026 ESPP share pool: 1,500,000 shares Shares outstanding on record date: 105,571,146 shares +4 more

7 metrics

2026 Equity Plan share pool 6,286,841 shares Maximum shares issuable under 2026 Equity Incentive Plan, subject to adjustment

2026 ESPP share pool 1,500,000 shares Shares available for issuance under 2026 Employee Stock Purchase Plan

Shares outstanding on record date 105,571,146 shares Common stock outstanding and entitled to vote as of April 8, 2026

Shares present or by proxy 82,309,288 shares Shares represented at annual meeting, 77.97% of entitled shares

Say-on-pay 2025 votes For 45,185,398 votes Advisory approval of 2025 executive compensation

KPMG ratification votes For 79,907,368 votes Ratification of KPMG LLP as 2026 independent auditor

Quorum percentage 77.97% Portion of outstanding shares represented at the annual meeting

2026 Equity Incentive Plan, 2026 Employee Stock Purchase Plan, broker non-votes, quorum, +1 more

5 terms

2026 Equity Incentive Plan financial

"stockholders voted to approve the Company’s 2026 Equity Incentive Plan (the “2026 Plan”)"

2026 Employee Stock Purchase Plan financial

"stockholders also voted to approve the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”)"

broker non-votes financial

"The results of the vote were as follows ... Broker Non-Votes"

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.

quorum financial

"which represented 77.97% of the outstanding shares entitled to vote at the Annual Meeting, and which constituted 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.

independent registered public accounting firm financial

"ratified the appointment of KPMG 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.

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Stockholders approved the 2026 Equity Incentive Plan, the 2026 Employee Stock Purchase Plan, 2025 executive compensation on an advisory basis, and ratified KPMG LLP as auditor. They also elected all Class I director nominees to serve new two-year terms on the board.

The 2026 Equity Incentive Plan authorizes up to 6,286,841 shares of common stock for issuance through future awards. This plan supersedes and replaces the company’s 2018 Equity Incentive Plan, as amended, providing ongoing capacity to grant stock-based compensation to executives, directors, and employees.

The 2026 Employee Stock Purchase Plan makes 1,500,000 shares of common stock available for issuance. It replaces the Amended and Restated 2013 Employee Stock Purchase Plan and continues offering employees the opportunity to buy company stock through a structured purchase program.

As of the April 8, 2026 record date, 105,571,146 shares were outstanding and entitled to vote. At the meeting, 82,309,288 shares were present or represented by proxy, representing 77.97% of eligible shares and constituting a valid quorum for conducting business.

Yes. All Class I nominees, including Douglas S. Ingram and four other directors, were elected for two-year terms. Each received more votes “For” than “Against,” with additional broker non-votes reported, confirming continued stockholder support for the current board composition.

Yes. Stockholders approved 2025 named executive officer compensation with 45,185,398 votes For, 22,373,065 Against, and 134,544 Abstain, plus 14,616,281 broker non-votes. Although non-binding, this advisory vote indicates majority support for the company’s existing executive pay practices.

Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification vote totaled 79,907,368 For, 2,110,136 Against, and 291,784 Abstain, signaling broad support for continuing Sarepta’s existing external audit relationship.

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Accepted by SEC EDGAR 06/04/2026 - 04:29 PM

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 4, 2026

Sarepta Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-14895

93-0797222

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

215 First Street

Cambridge, Massachusetts

02142

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 274-4000

(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, $0.0001 par value per share

SRPT

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2026, Sarepta Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan supersedes and replaces the Company’s 2018 Equity Incentive Plan, as amended. Subject to adjustment as described in the 2026 Plan, an aggregate of 6,286,841 shares of common stock may be issued pursuant to awards granted under the 2026 Plan. The foregoing summary of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders also voted to approve the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The 2026 ESPP supersedes and replaces the Company’s Amended and Restated 2013 Employee Stock Purchase Plan, as amended. Subject to adjustment as described in the 2026 ESPP, an aggregate of 1,500,000 shares of common stock will be available for issuance under the 2026 ESPP. The foregoing summary of the 2026 ESPP is qualified in its entirety by reference to the full text of the 2026 ESPP, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

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

The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal. As of the record date for the Annual Meeting, April 8, 2026, there were 105,571,146 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 82,309,288 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 77.97% of the outstanding shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

Proposal 1: Election of Directors

The director nominees listed below were elected to serve on the Company’s board of directors as members of Class I for a term of two years. The results of the vote were as follows:


Name of Nominee	For	Against	Abstain	Broker Non-Votes
Douglas S. Ingram	66,812,593	827,973	52,441	14,616,281
Hans Wigzell, M.D., Ph.D.	56,984,756	10,663,180	45,071	14,616,281
Kathryn J. Boor, Ph.D.	63,915,239	3,722,626	55,142	14,616,281
Michael Chambers	65,892,431	1,752,077	48,499	14,616,281
Deirdre Connelly	53,419,881	14,213,242	59,884	14,616,281

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers for 2025. The results of the advisory vote were as follows:


For	Against	Abstain	Broker Non-Votes
45,185,398	22,373,065	134,544	14,616,281

Proposal 3: Approval of the Company ’s 2026 Equity Incentive Plan

The stockholders approved the 2026 Plan. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
63,233,193	4,395,283	64,531	14,616,281

Proposal 4: Approval of the Company ’s 2026 Employee Stock Purchase Plan

The stockholders approved the 2026 ESPP. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
67,098,699	532,525	61,783	14,616,281

Proposal 5: Ratification of KPMG as the Company ’s Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current year ending December 31, 2026. The results of the vote were as follows:


For	Against	Abstain
79,907,368	2,110,136	291,784

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		2026 Equity Incentive Plan

10.2		2026 Employee Stock Purchase Plan

104		The cover page from this Current Report on Form 8-K of Sarepta Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101

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.

Source: View Original Filing on SEC EDGAR

Sarepta Therapeutics, Inc.

Date:June 4, 2026

/s/ Douglas S. Ingram

Douglas S. Ingram

Chief Executive Officer

5 documents