UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 | ||||||