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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/08/20 Sarepta Therapeutics, Inc. 8-K:5,9 6/04/20 12:237K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 53K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 12K 3: EX-10.1 Material Contract HTML 12K 11: R1 Document and Entity Information HTML 51K 12: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- srpt-8k_20200604_htm XML 15K 7: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- srpt-20200604_lab XML 60K 6: EX-101.PRE XBRL Presentations -- srpt-20200604_pre XML 37K 4: EX-101.SCH XBRL Schema -- srpt-20200604 XSD 18K 8: JSON XBRL Instance as JSON Data -- MetaLinks 13± 20K 10: ZIP XBRL Zipped Folder -- 0001564590-20-028562-xbrl Zip 15K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i June 4, 2020
i Sarepta Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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i Delaware |
i 93-0797222 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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i 215 First Street |
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(Address of principal executive offices, including zip code) |
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Registrant’s Telephone Number, Including Area Code: ( i 617) i 274-4000
Not Applicable
(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:
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i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ |
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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i Common Stock, Par Value $0.0001 per share |
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i SRPT |
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i The Nasdaq Global 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 i ☐
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. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2020, 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 3,800,000 shares to 8,187,596 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2020, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to increase the number of authorized shares of common stock from 99,000,000 to 198,000,000 shares. Subsequent to such approval, the Company filed, on June 4, 2020, with the Delaware Secretary of State a certificate of amendment to the Restated Certificate (the “Certificate of Amendment”), giving effect to the authorized share increase. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 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 13, 2020, there were 77,960,621 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 69,155,589 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 88.71% 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:
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Name of Nominee |
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For |
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Against |
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Abstain |
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Broker Non- |
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59,956,959 |
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376,057 |
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28,242 |
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8,794,331 |
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Hans Wigzell, M.D., Ph.D. |
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58,121,409 |
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2,210,231 |
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29,618 |
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8,794,331 |
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Mary Ann Gray, Ph.D. |
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58,820,622 |
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1,516,836 |
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23,800 |
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8,794,331 |
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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 2019. The results of the advisory vote were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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58,376,530 |
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1,907,977 |
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76,751 |
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8,794,331 |
Proposal 3: Restated Certificate Amendment
The stockholders approved the Certificate of Amendment. The results of the vote were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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58,095,982 |
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2,209,886 |
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55,390 |
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8,794,331 |
Proposal 4: Amendment to the Company’s 2018 Equity Incentive Plan
The stockholders approved the 2018 Plan Amendment. The results of the vote were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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45,013,683 |
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15,283,498 |
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64,077 |
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8,794,331 |
2
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 year ended December 31, 2020. The results of the vote were as follows:
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For |
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Against |
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Abstain |
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68,568,273 |
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491,672 |
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95,644 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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10.1 |
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Amendment No. 1 to the Sarepta Therapeutics, Inc. 2018 Equity Incentive Plan |
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104 |
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The cover page from this Current Report on Form 8-K of Sarepta Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101 |
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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.
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Sarepta Therapeutics, Inc. |
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Date: June 8, 2020 |
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By: |
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President and Chief Executive Officer |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | ||||
| Filed on: | 6/8/20 | 8-K, CORRESP, UPLOAD | ||
| For Period end: | 6/4/20 | DEF 14A, PRE 14A | ||
| 4/13/20 | UPLOAD | |||
| List all Filings | ||||