Form 8-K/A





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 25, 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.

Sarepta Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to the current report on Form 8-K it filed on June 6, 2014 to update the final voting results reported for each proposal presented at the Company’s Annual Meeting of Stockholders held on June 3, 2014 (the “Annual Meeting”). The updated results reflect the final tally of votes on an amended Certificate of Inspector issued by Computershare Trust Company, N.A., the Independent Inspector of Elections for the Annual Meeting, to the Company on June 25, 2014.

The updated voting results for the Annual Meeting were as follows:

At the Annual Meeting there were 33,232,144 shares of common stock present in person or by proxy, which represented 87.49% 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.

Proposal 1: Election of Directors


Name of Nominee

   For      Withheld      Broker Non-

Christopher Garabedian

     20,257,771        374,035        12,600,338  

William Goolsbee

     19,896,996        734,810        12,600,338  

Gil Price, M.D.

     16,665,210        3,966,596        12,600,338  

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

     19,957,698        674,108        12,600,338  

Pursuant to the foregoing votes, the Director nominees listed above were elected to serve on the Board of Directors for 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








Broker Non-

14,281,308   6,060,949   289,549   12,600,338

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







32,388,832   324,075   519,237

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 27, 2014