Regeneron Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2025 (
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) held on June 13, 2025, Regeneron’s shareholders voted on the matters set forth below.
Proposal 1 – Election of Directors
The following nominees for Class I directors were elected to serve until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified based upon the following votes:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Bonnie L. Bassler, Ph.D. | 87,348,630 | 18,594,454 | 51,195 | 5,601,648 | ||||
| Michael S. Brown, M.D. | 77,025,558 | 28,913,874 | 54,847 | 5,601,648 | ||||
| Leonard S. Schleifer, M.D., Ph.D. | 99,271,439 | 6,672,701 | 50,139 | 5,601,648 | ||||
| George D. Yancopoulos, M.D., Ph.D. | 101,367,161 | 4,089,290 | 537,828 | 5,601,648 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved based upon the following votes:
| For: | 105,462,255 |
| Against: | 6,078,716 |
| Abstain: | 54,956 |
Proposal 3 – Advisory Vote on Executive Compensation
The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed April 29, 2025 was approved based upon the following votes:
| For: | 98,781,758 |
| Against: | 7,100,590 |
| Abstain: | 111,931 |
| Broker Non-Votes: | 5,601,648 |
Proposal 4 – Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors
The proposal to amend the Company’s Certificate of Incorporation to declassify the board of directors was approved based upon the following votes:
| For: | 85,711,231 |
| Against: | 20,226,748 |
| Abstain: | 56,300 |
| Broker Non-Votes: | 5,601,648 |
Proposal 5 – Two Amendments to the Company’s Certificate of Incorporation to Eliminate Supermajority Vote Requirements
Proposal 5(a) – Amendment to Article IV, Section 2(e)(8) of the Company’s Certificate of Incorporation Relating to the Mandatory Conversion of Class A Stock to Common Stock upon a Transfer
The proposal to amend Article IV, Section 2(e)(8) of the Company’s Certificate of Incorporation, which required the affirmative vote of holders of the majority of the shares of Class A stock, par value $0.001 per share (“Class A stock”), outstanding, and the affirmative vote of holders of two-thirds of the shares of common stock, par value $0.001 per share (“common stock”), outstanding, each voting separately as a class, was not approved based upon the following votes:
Class A Stock
| For: | 0 |
| Against: | 18,081,400 |
| Abstain: | 0 |
Common Stock
| For: | 85,490,681 |
| Against: | 2,279,384 |
| Abstain: | 142,814 |
| Broker Non-Votes: | 5,601,648 |
Proposal 5(b) – Amendment to Article VI of the Company’s Certificate of Incorporation Relating to the Removal of Directors for Cause
The proposal to amend Article VI of the Company’s Certificate of Incorporation, which required the affirmative vote of at least 80% of the outstanding shares of all classes of capital stock entitled to vote in the election of directors, with holders of common stock and Class A stock voting together as a single class and holders of Class A stock entitled to ten votes per share, was not approved based upon the following votes:
| For: | 85,490,182 |
| Against: | 20,360,243 |
| Abstain: | 143,854 |
| Broker Non-Votes: | 5,601,648 |
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.
| REGENERON PHARMACEUTICALS, INC. | |
|
/s/ Joseph J. LaRosa |
|
| Joseph J. LaRosa | |
| Executive Vice President, General Counsel and Secretary | |
Date: June 18, 2025