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REPLIGEN CORP Regulatory Filings 2026

May 15, 2026

30826_rns_2026-05-15_80818b91-4fb7-45fb-8560-015de9ae6ee2.zip

Regulatory Filings

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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 CORP ORATION

(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 — 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 — 53,092,462 900,084 29,813

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

For — 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.

/s/ Olivier Loeillot
Olivier Loeillot
President and Chief Executive Officer