8-K
0000873303false00008733032022-06-022022-06-02

 

 

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 02, 2022

 

 

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 2, 2022, 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 an amendment (the “2018 Plan Amendment”) to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan Amendment increases the maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2018 Plan by 2,500,000 shares to 10,687,596 shares (plus the number of shares subject to outstanding awards under the Company’s Amended and Restated 2011 Equity Incentive Plan that expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (up to a maximum of 2,412,466 shares)). The foregoing summary of the 2018 Plan Amendment is qualified in its entirety by reference to the full text of the 2018 Plan Amendment, which is attached as Exhibit 10.1 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, 2022, there were 87,497,505 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 75,064,175 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 85.79% 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

 

Kathryn Boor, Ph.D.

 

67,109,976

 

 

 

 

134,940

 

 

 

27,270

 

 

 

7,791,989

 

Michael Chambers

 

67,104,537

 

 

 

 

138,475

 

 

 

29,174

 

 

 

7,791,989

 

Douglas S. Ingram

 

66,697,111

 

 

 

 

546,004

 

 

 

29,071

 

 

 

7,791,989

 

Hans Wigzell, M.D., Ph.D.

 

63,849,134

 

 

 

 

3,396,295

 

 

 

26,757

 

 

 

7,791,989

 

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 2021. The results of the advisory vote were as follows:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

62,746,933

 

4,465,735

 

59,518

 

7,791,989

 

 

Proposal 3: Amendment to the Company’s 2018 Equity Incentive Plan

The stockholders approved the 2018 Plan Amendment. The results of the vote were as follows:

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

62,644,364

 

4,572,292

 

55,530

 

7,791,989

 

 

Proposal 4: 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 year ended December 31, 2022. The results of the vote were as follows:

 

For

 

Against

 

Abstain

73,729,807

 

1,244,784

 

89,584

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 


 

 

 

Exhibit

Number

 

Description

10.1

 

Amendment No. 2 to the Sarepta Therapeutics, Inc. 2018 Equity Incentive 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 thereunto duly authorized.

 

 

 

Sarepta Therapeutics, Inc.

 

 

 

 

Date: June 3, 2022

 

By:

/s/ Douglas S. Ingram

 

 

 

Douglas S. Ingram

 

 

 

President and Chief Executive Officer

 

 


EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO THE

SAREPTA THERAPEUTICS, INC.

2018 EQUITY INCENTIVE Plan

 

 

WHEREAS, Sarepta Therapeutics, Inc. (the “Company”) previously adopted and approved the 2018 Equity Incentive Plan (the “Plan”);

WHEREAS, the Plan was previously amended by that certain Amendment No. 1, approved by the Board of Directors of the Company (the “Board”) on April 3, 2020 and the Company’s stockholders on June 4, 2020;

WHEREAS, pursuant to Section 20 of the Plan, the “Administrator” (defined under the Plan as the Board or any of its committees) may amend the Plan from time to time subject to Company stockholder approval; and

WHEREAS, the Board, as Administrator, has determined that it is in the best interests of the Company and its stockholders to further amend the Plan to increase the number of authorized shares under the Plan by 2,500,000 shares of common stock of the Company, as authorized under the Plan.

NOW, THEREFORE, subject to the approval of the Company’s stockholders at the Company’s annual meeting on June 2, 2022, the Plan hereby is amended, effective April 5, 2022, the date of approval by the Board, as follows:

1.
Section 3(a) of the Plan, entitled “Stock Subject to the Plan,” shall be replaced in its entirety by the following:

“(a) Stock Subject to the Plan. Subject to adjustment pursuant to Section 15(a) of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 10,687,596 Shares, which reflects (i) 2,500,000 new shares subject to the Second Amendment to the Plan (ii) 3,800,000 Shares subject to the First Amendment to the Plan; (iii) 2,900,000 Shares approved by stockholders on June 6, 2018; and (iv) 1,487,596 Shares, which was the maximum number of Shares available under the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) as of April 11, 2018, plus the number of Shares subject to outstanding awards under the 2011 Plan that expire or otherwise terminate without having been exercised in full, or are forfeited to or repurchased by us, up to a maximum of 2,412,466 Shares; provided, however, that such aggregate number of Shares available for issuance under the Plan shall be reduced by 1.41 shares for each Share delivered in settlement of any Full Value Award and, provided further, that no more than 9,200,000 Shares may be issued upon the exercise of Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired Common Stock.”

Except as modified herein, the Plan is hereby specifically ratified and affirmed.

Approved by the Board on April 5, 2022.