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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 15, 2022 (June 10, 2022)



(Exact name of registrant as specified in its charter)


New York

(State or other jurisdiction of incorporation)


000-19034   13-3444607


File Number)


(I.R.S. Employer

Identification No.)

777 Old Saw Mill River Road, Tarrytown, New York   10591-6707
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (914) 847-7000


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 (see General Instructions A.2. below):


¨ 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 $0.001 per share REGN 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.


At the 2022 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) held on June 10, 2022, 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 2025 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.  96,952,597   14,570,093   79,166   4,718,158 
Michael S. Brown, M.D.  86,297,273   25,254,693   49,890   4,718,158 
Leonard S. Schleifer, M.D., Ph.D.  110,095,873   1,462,796   43,187   4,718,158 
George D. Yancopoulos, M.D., Ph.D.  109,522,953   1,977,542   101,361   4,718,158 


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, 2022, was approved based upon the following votes:


For: 111,768,970
Against: 4,493,063
Abstain: 57,981


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 Proxy Statement was approved based on the following votes:


For: 97,837,229
Against: 13,595,339
Abstain: 169,288
Broker Non-Votes: 4,718,158







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.



/s/ Joseph J. LaRosa

  Joseph J. LaRosa
  Executive Vice President, General Counsel and Secretary


Date: June 15, 2022