Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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  Preliminary Proxy Statement
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  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12


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Go to or scan the QR code – login details are located in the shaded bar below.


Votes submitted electronically must be received by 11:59 p.m., Eastern Time, on June 5, 2019.



Important Notice Regarding the Availability of Proxy Materials for the

Sarepta Therapeutics, Inc. Meeting to be Held on June 6, 2019

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholder meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:





Easy Online Access – View your proxy materials and vote.


Step 1: Go to

Step 2: Click on Cast Your Vote or Request Materials.

Step 3: Follow the instructions on the screen to log in.

Step 4: Make your selections as instructed on each screen for your delivery preferences.

Step 5: Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.


LOGO         Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 25, 2019 to facilitate timely delivery.





Sarepta Therapeutics, Inc.’s Annual Meeting of Stockholders will be held on June 6, 2019 at the Company’s headquarters, 215 First Street, Cambridge, MA 02142, at 9:00 a.m. Eastern Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote “FOR” all the nominees listed and “FOR” Proposals 2, 3 and 4.


to elect, as a Group II directors to hold office until the 2021 annual meeting of stockholders, or until their successors are earlier elected, the following nominees: Richard J. Barry, M. Kathleen Behrens, Ph.D. and Claude Nicaise, M.D.;


advisory vote to approve, on a non-binding basis, 2019 named executive officer compensation


to approve an amendment to the Amended and Restated 2013 Employee Stock Purchase Plan (the “2013 ESPP”) to increase the number of shares of common stock authorized for issuance under the 2013 ESPP by 500,000 shares to 1,100,000 and to extend the 2013 ESPP’s term until April 22, 2029.


to ratify the selection of KPMG LLP as independent registered public accounting firm for the current year ending December 31, 2019.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.



Directions to the Sarepta Therapeutics Inc. 2019 Annual Meeting

Directions to Sarepta Therapeutics Inc.’s corporate headquarters, where

the 2019 Annual Meeting will be held, are available on the Company’s

website at



Here’s how to order a copy of the proxy materials and select delivery preferences:


Current and future delivery requests can be submitted using the options below.


If you request an email copy, you will receive an email with a link to the current meeting materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.


–   Internet – Go to Click Cast Your Vote or Request Materials.


–   Phone – Call us free of charge at 1-866-641-4276.


–   Email – Send an email to with “Proxy Materials Sarepta Therapeutics, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.


To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 25, 2019.