Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2014



Sarepta Therapeutics, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-14895   93-0797222

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

215 First Street

Suite 415

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 274-4000

(Registrant’s telephone number, including area code)


(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 (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))




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

The following is a brief description of each matter voted upon at the Sarepta Therapeutics, Inc. (the “Company”) Annual Meeting held on June 3, 2014 (the “Annual Meeting”) and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter. As of the record date for the Annual Meeting, April 8, 2014, there were 37,986,041 shares of common stock issued and outstanding. There were 29,305,839 shares of common stock present at the Annual Meeting in person or by proxy, which represented 77.15% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

The matters voted upon were as follows:

Proposal 1: Election of Directors


Name of Nominee

   For      Withheld      Broker Non-Votes  

Christopher Garabedian

     15,707,910         373,365         13,224,294   

William Goolsbee

     15,347,335         734,210         13,224,294   

Gil Price, M.D.

     15,228,849         852,696         13,224,294   

Hans Wigzell, M.D., Ph.D.

     15,407,837         673,708         13,224,294   

Pursuant to the foregoing votes, the Director nominees listed above were elected to serve on the Board of Directors to serve a two year term expiring at the Company’s Annual Meeting held in 2016. There were no additional director nominations brought before the meeting.

Proposal 2: Advisory Vote on 2013 Named Executive Officer Compensation


For      Against      Abstain      Broker Non-Votes  
  10,456,775         5,337,875         286,895         13,224,294   

Pursuant to the foregoing votes, the 2013 executive compensation was approved on an advisory basis.

Proposal 3: Ratification of KPMG as the Company’s Independent Registered Public Accounting Firm


For      Against      Abstain  
  28,459,619         326,347         519,873   

Pursuant to the foregoing votes, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 was ratified and approved.


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.

/s/ Christopher Garabedian


Christopher Garabedian

President and Chief Executive Officer

Date: June 6, 2014