Repligen : Current report filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2020

REPLIGEN CORPORATION

(Exact name of registrant as specified in charter)

Delaware

000-14656

04-2729386

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

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 Instruction 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:
Trading	Name of each exchange
Symbol(s)	on which registered
Common Stock, par value $0.01 per share	RGEN	The Nasdaq Global Select Market

Title of each class

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 5.02. 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

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.

Dated: June 15, 2020

REPLIGEN CORPORATION

By: /s/ Tony J. Hunt

Tony J. Hunt

President and Chief Executive Officer

Exhibit 99.1

Repligen Corporation

41 Seyon Street Building #1, Suite 100 Waltham, Massachusetts 02453

Repligen Appoints Carrie Eglinton Manner to Board of Directors

WALTHAM, MA - June 15, 2020 - Repligen Corporation (NASDAQ:RGEN) today announced the appointment of healthcare industry executive Carrie Eglinton Manner to its Board of Directors. Ms. Eglinton Manner brings to the director role over 23 years of leadership experience across multiple disciplines. She currently serves as Senior Vice President, Advanced Diagnostics at Quest Diagnostics (NYSE:DGX), the world's leading provider of diagnostic information services, which she joined in 2017. Prior to Quest, Ms. Eglinton Manner held various roles of increasing scope and responsibility over a period of 20 years at GE Healthcare (NYSE:GE). From 2009 through 2016, she served as President & CEO of four distinct GE Healthcare global businesses in the areas of diagnostic imaging, lab services and medical devices, ranging in size from approximately $150 million to $3 billion in revenue.

"We are truly pleased to welcome Carrie as a director to our Board," said Karen A. Dawes, Chairperson of the Board of Directors for Repligen. "Her industry knowledge, leadership, and strategic business acumen will be of great value to the Company and its plans for continued success. Carrie has a proven track record of building businesses and leading rapidly growing companies. She is an ideal addition to our Board."

Tony J. Hunt, President and Chief Executive Officer said, "Carrie's leadership skills are supported by a depth of disciplinary experience, from early sales and marketing roles at GE Healthcare to divisional GM and CEO roles entailing acquisition integration, global market creation, operations excellence, quality and process improvement. Her history of delivering on business expansion and profitability will be valuable as we continue to execute on our innovation-based growth strategy."

In her role at Quest Diagnostics, Ms. Eglinton Manner is responsible for growing the company's nearly $2 billion genetic and molecular diagnostics portfolio. Under her leadership, the advanced diagnostics portfolio has grown revenue and margin through innovation in specialty genetic offerings and services, productivity programs, key strategic alliances, and acquisitions. At GE Healthcare, Ms. Eglinton Manner also led improvements in financial performance and expanded the industry presence as President and CEO of Maternal Infant Care, Clarient Diagnostic Services, Inc., Surgery, and Detection & Guidance Solutions. In

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addition to joining the Repligen board, Ms. Eglinton Manner serves as board director for the not-for-profit Thrive Networks, where she retains a personal and professional commitment to advancing women and transforming health in underserved communities with reliable sanitation, water, and education. Ms. Eglinton Manner holds a Bachelor of Science degree in Mechanical Engineering from the University of Notre Dame.

About Repligen Corporation

Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies in the process of manufacturing biological drugs. We are inspiring advances in bioprocessing for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our corporate headquarters are located in Waltham, MA (USA), and we have additional administrative and manufacturing operations in Marlborough, MA; Bridgewater, NJ; Rancho Dominguez, CA; Lund, Sweden; Breda, The Netherlands and Ravensburg, Germany.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that statements in this press release which are not strictly historical statements including, without limitation, statements identified by words like "believe," "expect," "may," "will," "should," "seek," or "could" and similar expressions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks discussed from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update any forward-looking statements, except as required by law.

Repligen Contact:

Sondra S. Newman

Global Head of Investor Relations [phone]

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