Regeneron Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees (Joseph L. Goldstein, M.D.; Christine A. Poon; David P. Schenkein, M.D.; Craig B. Thompson, M.D.; Huda Y. Zoghbi, M.D.) each for a one-year term.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Cast a non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the compensation paid to Regeneron’s Named Executive Officers as disclosed in the proxy statement, effectively endorsing the Compensation Committee’s design and year-end decisions. Management seeks shareholder approval to validate a program that emphasizes long-term, equity-based incentives (stock options and RSAs/RSUs), significant holding requirements for executive ownership, and a cash incentive framework tied to predefined corporate milestones plus individual performance. The proposal sits in the context of active shareholder engagement, an annual say-on-pay vote process, and prior high say-on-pay support (approximately 90%+ in recent years), which the board cites when considering continuity. The Compensation Committee’s rationale for the program emphasizes alignment with long-term value creation in a biotech R&D-heavy business, retention of scientific leadership, and pay-for-performance calibration through metrics and committee discretion. Management argues that features such as a mix of option-based and full-value awards, multi-year vesting schedules, PSUs with extended performance and holding periods for CEO/CSO, and clawback and anti-hedging policies mitigate risk and align executives with shareholders. The board recommends a vote FOR, noting that the advisory vote is non-binding but will be considered in future compensation decisions; it frames the vote as a means for shareholders to express their view on compensation practices. Key contextual governance points include the Compensation Committee’s use of an independent consultant, a defined Peer Group for benchmarking, disclosure enhancements, and responsiveness to investor feedback on CEO/CSO award design and burn-rate considerations. Investors evaluating the proposal should weigh Regeneron’s emphasis on long-term innovation-driven incentives and broad employee equity participation against concerns commonly raised about equity dilution, burn rate, and executive retention arrangements; the company reports a record-low burn rate in 2025 and articulated performance adjustments in the year’s multiplier. Overall, a FOR vote signals shareholder support for the Compensation Committee’s approach to linking pay to long-term pipeline and commercial milestones while preserving flexibility to adjust program design based on engagement and outcomes.

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When is the Regeneron Pharmaceuticals Inc 2026 annual meeting?

Regeneron Pharmaceuticals Inc (REGN) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.

What is the record date for the Regeneron Pharmaceuticals Inc 2026 meeting?

The record date for the Regeneron Pharmaceuticals Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Regeneron Pharmaceuticals Inc's 2026 meeting?

The board is presenting 5 director nominees at the Regeneron Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Regeneron Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Regeneron Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.