Sarepta Therapeutics, Inc. — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

DEFA14A 1 d292940ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

SAREPTA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
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Vote by Internet
• Go to www.envisionreports.com/SRPT
• Or scan the QR code with your smartphone
• Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Sarepta Therapeutics, Inc. Meeting to be Held on June 6, 2017

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:

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When you go online to view materials, you can also vote your
shares.
Step 1: Go to www.envisionreports.com/SRPT to view the
materials.
Step 2: Click on Cast Your Vote or Request
Materials .
Step 3: Follow the instructions on the screen to log
in.
Step 4: Make your selection as instructed on each screen
to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. Otherwise, you will not receive a paper or e-mail copy. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 26, 2017 to facilitate timely delivery.

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Sarepta Therapeutics, Inc.’s Annual Meeting of Stockholders will be held on June 6, 2017 at the Company’s headquarters, 215 First Street, Suite 110B, Cambridge, MA 02142, at 9:00 a.m. Eastern Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote “FOR” all the nominees listed, “FOR” Proposals 2 and 4, and the “1 YEAR” option in Proposal 3.

1. to elect, as a Group II directors to hold office until the 2019 annual meeting of stockholders, or until their successors are earlier elected, the following nominees: Richard J. Barry, M. Kathleen Behrens, Ph.D. and Claude Nicaise, M.D.;

2. to hold an advisory vote to approve, on a non-binding basis, named executive officer compensation;

3. to hold an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years; and

4. to ratify the selection of KPMG LLP as independent registered public accounting firm for the current year ending December 31, 2017.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Directions to the Sarepta Therapeutics Inc. 2017 Annual Meeting

Directions to Sarepta Therapeutics Inc’s headquarters, where the 2017

Annual Meeting will be held, are available on the Company’s website at

www.sarepta.com/company/locations

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Paper copies: Current and future paper delivery
requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future email delivery
requests must be submitted via the Internet following the instructions below.
If you request an email copy of current materials you will
receive an email with a link to the materials.
PLEASE NOTE: You must use the number in the shaded
bar on the reverse side when requesting a set of proxy materials.
g	Internet – Go to www.envisionreports.com/SRPT . Click
Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
g	Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can
also submit a preference to receive a paper copy for future meetings.
g	Email – Send email to investorvote@computershare.com with
“Proxy Materials Sarepta Therapeutics, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current
meeting materials. You can also state your preference to receive a paper copy for future meetings.
	To facilitate timely delivery, all requests for a paper copy of the
proxy materials must be received by May 26, 2017.

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