Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 27, 2021, the Board of Directors (the "Board") of Repligen Corporation (the "Company") approved the amendment and restatement of the Company's Bylaws (as so amended, the "Third Amended and Restated Bylaws"), which took effect immediately. The Third Amended and Restated Bylaws supersede the previously existing Second Amended and Restated Bylaws, which took effect on May 18, 2017.

The Third Amended and Restated Bylaws were amended to implement "stockholder proxy access." Under Article I, Section 11 of the Third Amended and Restated Bylaws, a stockholder, or group of up to 20 stockholders, may nominate up to twenty percent (20%) of the number of directors then in office, rounded down to the nearest whole number and subject to other stated reductions, if the stockholder or group has owned at least three percent (3%) of the Company's common stock continuously for at least three years and satisfies certain eligibility, procedural and disclosure requirements set forth in the Third Amended and Restated Bylaws. A proxy access nomination must be made not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of the proxy statement for the preceding year's annual meeting of stockholders.

The foregoing summary and description of the provisions of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

3.1           Third Amended and Restated Bylaws

104         Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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