Repligen (RGEN) Proxy filing summary

Executive summary

• Shareholders are asked to vote for the re-election of Dr. Martin D. Madaus, Glenn P. Muir, Karen A. Dawes, and Carrie Eglinton Manner at the 2026 Annual Meeting.

• ISS and Glass Lewis recommended voting against certain directors due to material weaknesses in internal controls and incomplete diversity disclosures, but the Board disagrees and outlines remediation progress.

• Two material weaknesses in internal controls have been fully remediated since 2023, with ongoing efforts to address remaining issues in IT general controls and business process controls.

• Significant organizational investments and leadership hires have been made to strengthen the control environment and accelerate remediation.

• EY has issued unqualified opinions on the company’s financial statements for 2024 and 2025.

Voting matters and shareholder proposals

• Proposal 1 is the election of directors, with the Board recommending votes in favor of all nominees.

• Proxy solicitor Okapi Partners has been engaged to assist in soliciting proxies for the meeting.

Board of directors and corporate governance

• The Board emphasizes the qualifications and experience of the nominated directors, highlighting their diverse backgrounds and industry expertise.

• The Nominating and Corporate Governance Committee is committed to board diversity, with approximately 44% of members diverse in gender and/or ethnicity.

• Aggregate board-level gender and racial/ethnic demographic data is disclosed in the appendix.