Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 26, 2020, based on the recommendation of the Nominating and
Corporate Governance Committee, the Board of Directors (the "Board") of Repligen
Corporation (the "Company"), elected Rohin Mhatre to the Board, effective
March 1, 2020 (the "Effective Date"). Mr. Mhatre was also appointed to the
Compensation Committee of the Board, effective as of the Effective Date.
In connection with Mr. Mhatre's 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, Mr. Mhatre will 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 Mr. Mhatre
will receive an option to purchase shares of the Company's common stock having
an aggregate value of $150,000 (the "Initial Board Option"). The Initial Board
Option vests equally over a three-year period from the Effective Date. 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 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 restricted stock units.
There are no arrangements or understandings between Mr. Mhatre and any other
persons pursuant to which Mr. Mhatre 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
Mr. Mhatre had, or will have, a direct or indirect material interest.
On February 27, 2020, the Company issued a press release announcing Mr. Mhatre's
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 27, 2020.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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