SEC Form 8-K filed by Sarepta Therapeutics Inc.

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 4, 2026

 

Sarepta Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-14895		93-0797222
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

215 First Street Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 274-4000

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

☐	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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SRPT		Nasdaq Global Select Market

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 4, 2026, 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 the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan supersedes and replaces the Company’s 2018 Equity Incentive Plan, as amended. Subject to adjustment as described in the 2026 Plan, an aggregate of 6,286,841 shares of common stock may be issued pursuant to awards granted under the 2026 Plan. The foregoing summary of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders also voted to approve the Company’s 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The 2026 ESPP supersedes and replaces the Company’s Amended and Restated 2013 Employee Stock Purchase Plan, as amended. Subject to adjustment as described in the 2026 ESPP, an aggregate of 1,500,000 shares of common stock will be available for issuance under the 2026 ESPP. The foregoing summary of the 2026 ESPP is qualified in its entirety by reference to the full text of the 2026 ESPP, which is attached as Exhibit 10.2 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, 2026, there were 105,571,146 shares of common stock outstanding and entitled to vote at the Annual Meeting. There were 82,309,288 shares of common stock entitled to vote at the Annual Meeting present online or represented by proxy, which represented 77.97% 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
Douglas S. Ingram		66,812,593		827,973		52,441		14,616,281
Hans Wigzell, M.D., Ph.D.		56,984,756		10,663,180		45,071		14,616,281
Kathryn J. Boor, Ph.D.		63,915,239		3,722,626		55,142		14,616,281
Michael Chambers		65,892,431		1,752,077		48,499		14,616,281
Deirdre Connelly		53,419,881		14,213,242		59,884		14,616,281

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 2025. The results of the advisory vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
45,185,398		22,373,065		134,544		14,616,281

Proposal 3: Approval of the Company ’s 2026 Equity Incentive Plan

The stockholders approved the 2026 Plan. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
63,233,193		4,395,283		64,531		14,616,281

Proposal 4: Approval of the Company ’s 2026 Employee Stock Purchase Plan

The stockholders approved the 2026 ESPP. The results of the vote were as follows:

 

For		Against		Abstain		Broker Non-Votes
67,098,699		532,525		61,783		14,616,281

Proposal 5: 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 current year ending December 31, 2026. The results of the vote were as follows:

 

For		Against		Abstain
79,907,368		2,110,136		291,784

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
10.1		2026 Equity Incentive Plan
10.2		2026 Employee Stock Purchase Plan
104		The cover page from this Current Report on Form 8-K of Sarepta Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101

 

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.

 

						Sarepta Therapeutics, Inc.
Date:June 4, 2026				By:		/s/ Douglas S. Ingram
						Douglas S. Ingram
						Chief Executive Officer