Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2022, Sarepta Therapeutics, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted to approve an amendment (the "2018 Plan Amendment") to the Company's 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan Amendment increases the maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2018 Plan by 2,500,000 shares to 10,687,596 shares (plus the number of shares subject to outstanding awards under the Company's Amended and Restated 2011 Equity Incentive Plan that expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (up to a maximum of 2,412,466 shares)). The foregoing summary of the 2018 Plan Amendment is qualified in its entirety by reference to the full text of the 2018 Plan Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal. As of the record date for the Annual Meeting, April 8, 2022, there were 87,497,505 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 75,064,175 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 85.79% of the outstanding shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.



Proposal 1: Election of Directors
The director nominees listed below were elected to serve on the Company's board
of directors as members of Class I for a term of two years. The results of the
vote were as follows:

Name of Nominee                For              Against        Abstain       Broker Non-
                                                                                Votes
Kathryn Boor, Ph.D.         67,109,976          134,940        27,270         7,791,989
Michael Chambers            67,104,537          138,475        29,174         7,791,989
Douglas S. Ingram           66,697,111          546,004        29,071         7,791,989

Hans Wigzell, M.D., Ph.D. 63,849,134 3,396,295 26,757 7,791,989

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers for 2021. The results of the advisory vote were as follows:




   For        Against    Abstain   Broker Non-Votes
62,746,933   4,465,735   59,518       7,791,989

Proposal 3: Amendment to the Company's 2018 Equity Incentive Plan The stockholders approved the 2018 Plan Amendment. The results of the vote were as follows:





   For        Against    Abstain   Broker Non-Votes
62,644,364   4,572,292   55,530       7,791,989

Proposal 4: Ratification of KPMG as the Company's Independent Registered Public Accounting Firm The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ended December 31, 2022. The results of the vote were as follows:



   For        Against    Abstain
73,729,807   1,244,784   89,584

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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Exhibit
Number                                  Description
            Amendment No. 2 to the Sarepta Therapeutics, Inc. 2018 Equity
10.1      Incentive Plan
          The cover page from this Current Report on Form 8-K of Sarepta
104       Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101

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