UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
Nomination of Martin Madaus, Ph.D.
On February 6, 2023, based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Repligen Corporation (the “Company”), the Board elected Martin Madaus, Ph.D. to the Board, effective February 6, 2023 (the “Effective Date”). Dr. Madaus was also appointed to the Nominating and Corporate Governance Committee of the Board, effective as of the Effective Date.
In connection with Dr. Madaus’ election to the Board, the number of directors constituting the Board has been increased from seven to eight.
In connection with his election to the Board, Dr. Madaus is entitled to receive cash and equity compensation pursuant to the Company’s Amended and Restated Non-Employee Directors’ Compensation Policy (the “Director Compensation Policy”). Pursuant to the terms of the Director Compensation Policy, on the Effective Date, Dr. Madaus was granted an option to purchase shares of the Company’s common stock having an aggregate value of $170,000 (the “Initial Board Option”). The Initial Board Option vests equally over a three-year period. The Initial Board Option has a term of ten years, subject to early termination in the event of death, removal or resignation from the Board. The Initial Board Option has an exercise price equal to the closing price of the Corporation’s common stock on the Effective Date. In addition, under the Director Compensation Policy, each non-employee director receives an annual retainer for service on the Board and committees of the Board, and each non-employee director reelected to the Board by the stockholders is awarded annually both stock options and restricted stock units.
Additionally, under the Director Compensation Policy, on the Effective Date, Dr. Madaus was granted (1) an option to purchase shares of the Company’s common stock having an aggregate value of $21,250 and (2) restricted stock units having an aggregate value of $21,250 (together, the “Pro-Rata Award”), equal to the annual equity grant for non-employee directors reelected to the Board. The Pro-Rata Award fully vests on the date of the next annual meeting of shareholders subject to Dr. Madaus’s continued service on the Board as of such date. The stock options granted as part of the Pro-Rata Award have a term of ten years, subject to early termination in the event of death, removal or resignation from the Board. The stock options granted as part of the Pro-Rata Award have an exercise price equal to the closing price of the Company’s common stock on the Effective Date.
There are no arrangements or understandings between Dr. Madaus and any other persons pursuant to which Dr. Madaus was selected as a director. There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which Dr. Madaus had, or will have, a direct or indirect material interest.
On February 9, 2023, the Company issued a press release announcing Dr. Madaus’ election to the Board and has attached a copy of such press release as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Repligen Corporation on February 9, 2022. | |
| 104 | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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.
| REPLIGEN CORPORATION | ||||||
| Dated: February 9, 2023 | By: | /s/ Tony J. Hunt | ||||
| Tony J. Hunt | ||||||
| President and Chief Executive Officer | ||||||