Repligen Corp DEFA14A, filed Apr 27, 2026
Repligen Corp (RGEN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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REPLIGEN CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 27, 2026
RE: Repligen Corporation (the “Company”)
2026 Annual Meeting of Shareholders – May 14, 2026
Proposal 1 – Election of Directors
Dear Shareholders,
On behalf of the Company’s Board of Directors, I am writing to ask for your support by voting in accordance with the recommendations of our Board of Directors on all of the proposals included in our Proxy Statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2026 and is available at investors.repligen.com (the “Proxy Statement”).
We are requesting your support on Proposal 1 – the Election of Directors and specifically request you vote “FOR” Dr. Martin D. Madaus, Ph.D., Glenn P. Muir, Karen A. Dawes, and Carrie Eglinton Manner in addition to the other director nominees.
I. Support the re-election of Audit Committee members, Glenn P. Muir, Karen A. Dawes, and Carrie Eglinton Manner
It is our intention to demonstrate, in further detail below, the following facts supporting our recommendation (1) we have remediated two of the material weaknesses identified since 2023; (2) we are making progress toward remediation of our remaining material weaknesses; (3) Ernst & Young, LLP (“EY”) has issued unqualified opinions on the Company’s consolidated financial statements; (4) we do not believe that our delayed filings within the last two years are indicative of lack of Audit Committee oversight; (5) we have made significant organizational investments to enhance our control environment; and (6) our experienced Audit Committee provides significant and effective oversight over the financial reporting process at the Company, with critical intimate knowledge, including the ongoing material weakness remediation efforts and enhancement activities.
1. We have remediated two of the material weaknesses identified since 2023
Since fiscal year 2023, Repligen has identified material weaknesses in internal control over financial reporting. Two of these material weaknesses have been fully remediated as of December 31, 2025.
As first disclosed in our Form 8-K dated September 12, 2024, our Audit Committee, based on the recommendation of the Company’s management and after discussion with EY, the Company’s independent registered public accounting firm, concluded that the timing of recognition of product revenue arising from a specific COVID-related cancellation payment, received in connection with a contract modification, was not recognized appropriately due to the misapplication of complex accounting principles generally accepted in the United States (“U.S. GAAP”). As a result, the Company’s consolidated financial statements and related disclosures for the fiscal quarters ended March 31, 2023 through June 30, 2024 and for the year ended December 31, 2023 required restatement (the “Restatement”). The Restatement was completed on November 18, 2024. In connection with the Restatement, the Company identified a material weakness related to controls over revenue recognition specific to the evaluation of accounting for contract terms. In addition, the Company had previously identified a material weakness in our 2023 Form 10-K filed on February 22, 2024, related to the deferred income tax accounting for complex and non-routine transactions. This additional material weakness did not result in a material misstatement of the Company’s financial statements.
Disclosed in Form 10-K for the year ended December 31, 2023| Remediated December 31, 2024
This material weakness related to controls over the deferred income tax accounting for a complex convertible notes refinancing. Importantly, it did not result in an error in our financial statements.
Disclosed in Form 10-K/A for the year ended December 31, 2023 | Remediated December 31, 2025
This material weakness related to controls over revenue recognition specific to the evaluation of accounting for contract terms. There was no impact to the Company’s financial statements for the annual period ending December 31, 2025 (or the interim periods within this annual period).
2. We are making progress toward remediation of our remaining material weaknesses
As of December 31, 2025, certain material weaknesses identified in our 2024 Form 10-K filed on March 14, 2025 remain unremediated. Since identification of the material weaknesses, with oversight by our Audit Committee, the Company has designed and implemented measures to remediate the deficiencies related to information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements and certain business process controls related to inventory valuation and the financial statement close process. These material weaknesses did not result in a material misstatement of the Company’s financial statements.
Full remediation of material weaknesses takes time and careful effort. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequently evaluated the design and effectiveness of the relevant controls over a sufficient period of time, and management concludes, through testing, that these controls are operating effectively.
As disclosed in our 2025 Form 10-K filed on February 26, 2026, management designed and implemented the following measures to remediate these deficiencies:
Disclosed in Form 10-K for the year ended December 31, 2024 | Remediation ongoing
This material weakness relates to logical access controls and program change management controls for information systems that are relevant to the preparation of our financial statements. In addition, automated and business process controls that rely on information from the systems were also deemed ineffective because they could have been adversely affected.
Remediation activities:
We continue to focus on the redesign and execution of certain controls enhanced during fiscal year 2025 that had not operated for a sufficient period of time as of December 31, 2025 to demonstrate operating effectiveness.
Disclosed in Form 10-K for the year ended December 31, 2024 | Remediation ongoing
This material weakness relates to the timeliness and precision of controls over inventory valuation and the financial statement close process.
Remediation activities:
All business process controls related to inventory valuation and the financial statement close process have been designed and implemented. Although we monitored and evaluated these controls during 2025, certain controls had not operated effectively for a sufficient period as of December 31, 2025 to support a conclusion that the material weaknesses had been remediated.
3. EY has issued unqualified opinions on the Company’s consolidated financial statements
The Company’s management is responsible for the preparation and presentation of complete and accurate financial statements. EY is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on its audit. The Audit Committee oversees and monitors the Company’s management and its independent registered public accounting firm throughout the financial reporting process.
Following the restatement of our 2023 financial statements, our 2024 and 2025 Forms 10-K included an unqualified opinion on our consolidated financial statements, notwithstanding that remediation of certain material weaknesses was not yet complete. These audits and the preparation of the audited financial statements included in the Company’s 2024 and 2025 Forms 10-K were completed with Audit Committee oversight, including the Audit Committee’s review and discussion with management of the Company and EY. As part of its oversight, the Audit Committee considered the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments made in the preparation of the Company’s financial statements and the clarity of disclosures in the financial statements.
4. We do not believe that our delayed filings within the last two years are indicative of a lack of Audit Committee oversight
ISS has taken the position that the Company has experienced incidents of non-timely filing in the past two years. The timing for these filings was due to unusual circumstances and not indicative of lack of Audit Committee oversight. As described above, the Company’s restated consolidated financial statements and related disclosures for the fiscal quarters ended March 31, 2023 through June 30, 2024 and for the year ended December 31, 2023 were filed with the SEC on November 18, 2024. The Restatement took significant time and effort and required restatement of annual and quarterly historical periods, resulting in the need for additional time to complete the Company’s Form 10-Q for the period ended September 30, 2024 (the “Q3 2024 10-Q”), which was due on November 12, 2024. The Company timely notified the SEC that such Form 10-Q could not be filed within the prescribed time period with a Form NT-10-Q filing and subsequently filed the Q3 2024 10-Q on November 18, 2024, within the grace period allotted by the SEC. Additionally, the Company’s 2024 Form 10-K was due on March 2, 2025, but was filed on March 14, 2025 as the Company needed more time to complete its year-end reporting process, including the completion of the 2024 audit of the Company’s consolidated financial statements included in the Form 10-K, following the significant effort to complete the Restatement described above. As was the case with the Q3 2024 10-Q, the Company timely notified the SEC that such Form 10-K could not be filed within the prescribed time period with an NT-10-K filing and subsequently filed the 2024 Form 10-K within the grace period allotted by the SEC; as such, these two filings were considered timely for SEC purposes. All required filings related to calendar year 2025 were filed timely.
Beginning in the second half of 2025, following the Restatement and the material weaknesses identified in the 2024 Form 10-K, the Company made the following significant leadership investments as part of our fit-for-growth initiative, as overseen by our Audit Committee, specifically designed to enhance our control environment and accelerate remediation:
These appointments reflect the rigor, seriousness, and commitment with which management and the Board, including our Audit Committee, are addressing our remediation efforts.
The Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company, the audits of the financial statements of the Company and exercising the responsibilities and duties as detailed in our Proxy. Our Audit Committee has been the driving force behind the remediation efforts described above. From the time each material weakness was identified, the Committee directed management’s remediation priorities, set expectations for pace and rigor, and maintained regular oversight of testing results and remediation efforts with both management and EY.
Glenn P. Muir, Karen A. Dawes, and Carrie Eglinton Manner bring diverse thinking, financial expertise and critical sets of experiences to the Board of Directors and Audit Committee as follows:
During the fiscal years ended December 31, 2025 and 2024, the Audit Committee met five (5) times and six (6) times, respectively. At least quarterly, the Audit Committee reviewed the status of internal controls testing and remediation of the material weaknesses. During each of these meetings, the Audit Committee met in private sessions with EY as well as with our Chief Financial Officer. These private sessions included further discussion of the status of the remediation of the material weaknesses each quarter. Under the Audit Committee’s supervision, the Company has made significant progress, including remediating two of the material weaknesses identified over the past three years. Given the complexity of the IT general controls and business process control deficiencies, the Company continues to work on remediation of the remaining material weaknesses with careful attention to the necessary procedures and testing, with the oversight of the Audit Committee. Continued oversight by the Audit Committee members on our Board who are closely familiar with the material weaknesses is critical to effective remediation. We believe the care and attention that our Audit Committee has given and will continue to give to this remediation process will contribute to a stronger and more sustainable internal control environment in the future. Therefore, electing Glenn P. Muir, the Audit Chair, Karen A. Dawes, and Carrie Eglinton Manner is in the interests of both the Company and our shareholders.
II. Support the re-election of Chair of the Board and N&CG Committee, Dr. Martin D. Madaus, Ph.D.
The recommendation from Glass Lewis is based on Dr. Madaus’ role as chair of the N&CG Committee due to our reduced disclosure of our board diversity demographics within our Proxy Statement. This recommendation does not recognize the Company’s commitment to ensuring the Board is comprised of members possessing the proper expertise, skills, attributes and personal and professional backgrounds for service as detailed in our Proxy Statement.
The N&CG Committee is committed to having an inclusive Board and considers a variety of candidate attributes, including whether a candidate, if elected, assists in achieving a mix of directors who represent varied backgrounds and experience. A Board that includes varying perspectives, personal and professional background, knowledge and experience, is important because we believe having varying perspectives and a breadth of experience improves the quality of deliberations, contributes to more effective decision making on behalf of the Company and its shareholders and enhances the overall chemistry and collaborative culture in the boardroom. Accordingly, the N&CG Committee is committed to actively seeking out Board candidates who are highly qualified women, minorities, and individuals with other varying backgrounds, skills and experience. The composition of our current members of the Board is approximately 44% diverse in terms of gender and/or ethnicity.
As described in our Proxy Statement and below, Dr. Martin Madaus brings diverse thinking and critical sets of experience to the Board and the N&CG Committee:
Based on feedback from our shareholders and other stakeholders, we are providing disclosure of gender and racial/ethnic demographic information at an overall aggregate board level as an Appendix to this letter.
We believe there is no basis for a vote against Dr. Martin D. Madaus, Ph.D. and we request that you vote “FOR” the re-election of Dr. Martin D. Madaus, Ph.D., the Chair of the Board and Nominating and Governance Committee Chair. His leadership has been instrumental in maintaining the high standards and effectiveness of our Board.
Engagement of Proxy Solicitor
Subsequent to filing the Proxy Statement for our 2026 Annual Meeting of Stockholders to be held on May 14, 2026, the Company engaged Okapi Partners, an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. The Company has agreed to pay Okapi Partners a fee of approximately $35,000, plus costs and expenses, for these services. Other costs of soliciting votes in connection with the Proxy Statement have been, or will be, paid by the Company.
If you have any questions about the 2026 Annual Meeting or how to submit your proxy, or if you need assistance with voting your proxy, please contact Okapi Partners at (212) 297-0720 or email info@okapipartners.com.
We urge you to vote FOR Dr. Martin D. Madaus, Ph.D., Glenn P. Muir, Karen A. Dawes, and Carrie Eglinton Manner, as well as the other director candidates nominated for re-election, and we welcome direct engagement on any of these matters.
Sincerely,
Dr. Martin Madaus, D.V.M., Ph.D.
Director, Chair of the Board
Repligen Corporation
Appendix
The following chart presents the gender and racial/ethnic demographic information at an overall aggregate board level, as self-disclosed by our current directors:
