Additional Proxy Soliciting Materials (definitive) (defa14a)
May 17 2023 - 3:05PM
Edgar (US Regulatory)
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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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Soliciting Material
Under Rule 14a-12 |
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Confidential, For Use of the
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Definitive Proxy Statement |
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Definitive Additional
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Regeneron Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
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Fee paid previously with preliminary materials |
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by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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On May 17, 2023, Regeneron Pharmaceuticals, Inc. submitted
the following letter to Institutional Shareholder Services Inc. and Glass, Lewis & Co.
![](https://content.edgar-online.com/edgar_conv_img/2023/05/17/0001104659-23-061817_tm2316063d1_defa14aimg001.jpg)
REGENERON
PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591-6707
Institutional Shareholder Services Inc.
Glass, Lewis & Co.
May 17, 2023
Re: 2023
Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc.
Ladies and Gentlemen:
In connection with your review of the matters to be voted on at the
2023 Annual Shareholder Meeting (the “2023 Annual Meeting”) of Regeneron Pharmaceuticals, Inc. (“Regeneron”
or the “Company”), we wanted to draw your attention to the matters discussed below. We believe these considerations are important
for purposes of your analysis, as well as the 2023 Annual Meeting research reports and director nominee voting recommendations to be
issued by your respective organizations.
1. | Over 85% of the Votes to Be Cast at the 2023 Annual Meeting Are Controlled
by Regeneron’s Public Shareholders, Who Are Afforded Important Rights Ensuring Protection
of Their Interests |
As described in the 2023 Proxy Statement, while Regeneron has dual-class
stock, no new shares of Class A stock have been issued since our IPO in 1991, and the number of shares of Class A stock outstanding
has been steadily decreasing since that time, from 10.9 million to 1.8 million as of the record date for the 2023 Annual Meeting. At
the time of Regeneron’s IPO, outstanding shares of Class A stock represented approximately 95% of total shareholder votes.
As of the record date of the 2023 Annual Meeting, outstanding shares of Class A stock represented only approximately 14% of total
shareholder votes. The voting rights granted holders of Class A stock cannot be unilaterally changed by Regeneron’s Board
of Directors (the “Board”) or a vote of the holders of common stock; such rights may be amended only with the affirmative
vote of holders of the majority of the shares of Class A stock. Further, Regeneron’s capital structure, charter documents,
and corporate governance policies and practices encompass important safeguards to ensure that holders of common stock are heard and their
rights as shareholders are protected:
Institutional Shareholder Services Inc.
Glass, Lewis & Co.
May 17, 2023
| · | high
percentage (over 85%) of total shareholder votes held by the holders of common stock; |
| · | mandatory,
automatic conversion of the Class A stock into common stock upon transfer to persons
other than a limited category of “permitted transferees,” with any Class A
stock received by Regeneron required to be cancelled and not allowed to be reissued (thereby
ensuring continued reduction in the number of shares of Class A stock outstanding); |
| · | shareholder-friendly
by-law provisions such as majority voting in the election of directors and the shareholders’
right to call a special shareholder meeting upon the written request of at least 25% of the
total number of votes entitled to be cast; |
| · | Regeneron’s
dedication to sound corporate governance principles and practices, as demonstrated by responsiveness
to shareholder feedback over the last ten years; |
| · | long-standing,
robust shareholder engagement program; and |
| · | Regeneron’s
strong commitment to both long-term sustainability and shareholder value creation. |
![](https://content.edgar-online.com/edgar_conv_img/2023/05/17/0001104659-23-061817_tm2316063d1_defa14aimg002.jpg)
2. | Board Leadership Succession and Active Search for a New Female Director |
As the Company recently announced, P. Roy Vagelos, M.D., the current
Chair of the Board, will not stand for re-election at the 2023 Annual Meeting. As a result, following the 2023 Annual Meeting the Board
is expected to be comprised of 12 members, 3 of whom are women. The Board and the Corporate Governance and Compliance Committee
of the Board are actively searching for a new female director, with the goal of advancing a new female director candidate within the
next year. With this addition, the Board is expected to be comprised of 13 members, 4 (or 31%) of whom will be women.
Institutional Shareholder Services Inc.
Glass, Lewis & Co.
May 17, 2023
Current Gender Diversity
of the Regeneron Board
![](https://content.edgar-online.com/edgar_conv_img/2023/05/17/0001104659-23-061817_tm2316063d1_defa14aimg003.jpg)
Expected Future Gender Diversity of the Regeneron
Board
![](https://content.edgar-online.com/edgar_conv_img/2023/05/17/0001104659-23-061817_tm2316063d1_defa14aimg004.jpg)
Both the current and expected future composition of the Board reflects
the Board’s commitment to ensuring diversity of thought, experience, attributes, and background. This commitment is demonstrated
not only by the Board’s current and expected future female representation as discussed above, but also by the fact that 4 of the
Board’s existing members are racially or ethnically diverse (African American – 1, Asian – 2, Middle Eastern/Arab American
– 1). As disclosed in the 2023 Proxy Statement, following the 2023 Annual Meeting the Board is expected to include 5 directors
(comprising 42% of the total number of directors) that are diverse by gender and/or race/ethnicity.
Institutional Shareholder Services Inc.
Glass, Lewis & Co.
May 17, 2023
* * *
Based on the above, we encourage you to recommend for the election
of all of the director nominees on the ballot at the 2023 Annual Meeting. We would be happy to discuss these matters further should you
find that helpful for your review and analysis.
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Respectfully, |
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![](https://content.edgar-online.com/edgar_conv_img/2023/05/17/0001104659-23-061817_tm2316063d1_defa14aimg005.jpg) |
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Joseph
J. LaRosa |
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Executive
Vice President, General Counsel and Secretary |
Regeneron Pharmaceuticals (NASDAQ:REGN)
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