8-K – 2026-06-17 – tm2618117d1_8k.htm

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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 12, 2026

 

REGENERON PHARMACEUTICALS, INC.

(Exact name of registrant as specified
in its charter)

 

New York

(State or other
jurisdiction of incorporation)

 

000-19034
 
13-3444607

(Commission

File Number)

 
(I.R.S.
Employer

Identification
No.)

 
 

777 Old Saw Mill River Road , Tarrytown , New York
 
10591-6707

(Address
of principal executive offices)
 
(Zip
Code)

 

Registrant’s telephone number,
including area code: ( 914 ) 847-7000

 

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 Instructions
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:

 

Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered

Common Stock – par value $0.001 per share
REGN
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 5.07.
Submission of Matters to a Vote of Security Holders.

 

At the 2026 Annual Meeting of Shareholders of
Regeneron Pharmaceuticals, Inc. (“ Regeneron ” or the “ Company ”) held on June 12, 2026, Regeneron’s
shareholders voted on the matters set forth below.

 

Proposal 1 – Election of Directors

 

The following nominees for Class II directors
were elected to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified based upon
the following votes:

 

Nominee  
For    
Against    
Abstain    
Broker Non-Votes  

Joseph L. Goldstein, M.D.  
  72,398,297    
  30,904,254    
  170,603    
  5,543,411  

Christine A. Poon  
  79,409,070    
  24,004,880    
  59,204    
  5,543,411  

David P. Schenkein, M.D.  
  99,241,219    
  4,180,107    
  51,828    
  5,543,411  

Craig B. Thompson, M.D.  
  81,933,651    
  21,378,567    
  160,936    
  5,543,411  

Huda Y. Zoghbi, M.D.  
  100,665,234    
  2,698,397    
  109,523    
  5,543,411  

   
       
       
       
     

 

Proposal 2 – Ratification of Appointment of Independent Registered
Public Accounting Firm

 

The proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved
based upon the following votes:

 

For:  
  102,503,788  

Against:  
  6,443,958  

Abstain:  
  68,819  

 

Proposal 3 – Advisory Vote on Executive Compensation

 

The resolution to approve, on an advisory basis,
the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule
14A filed April 24, 2026 was approved based upon the following votes:

 

For:  
  96,469,374  

Against:  
  6,898,268  

Abstain:  
  105,512  

Broker Non-Votes:  
  5,543,411  

 

 

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 thereunto duly authorized.

 

 
REGENERON PHARMACEUTICALS, INC.

 
 

 
/s/ Joseph J. LaRosa

 
Joseph J. LaRosa

 
Executive Vice President, General Counsel and Secretary

 

Date: June 17, 2026