Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 11, 2020, based on the recommendation of the Nominating and Corporate
Governance Committee, the Board of Directors (the "Board") of Repligen
Corporation (the "Company"), elected Carrie Eglinton Manner to the Board,
effective June 11, 2020 (the "Effective Date").
In connection with her election to the Board, Ms. Eglinton Manner 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 Ms. Eglinton Manner 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 Ms. Eglinton Manner and any
other persons pursuant to which Ms. Eglinton Manner 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
Ms. Eglinton Manner had, or will have, a direct or indirect material interest.
On June 15, 2020, the Company issued a press release announcing Ms. Eglinton
Manner'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 June 15, 2020.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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