Replimune Group, Inc. current report, 15 September 2026

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Replimune Group, Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K covers events occurring on September 15, 2026, regarding Replimune Group, Inc. (REPL). The filing details the outcomes of the Company's Annual Meeting of Stockholders held on that date.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance actions rather than financial performance data.

Material Changes

  • Authorized Share Increase: Stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation, increasing authorized common stock from 150,000,000 shares to 300,000,000 shares.
  • Effective Date: The amendment became effective immediately upon the filing of the Certificate of Amendment with the Delaware Secretary of State on September 15, 2026.

Voting Results and Governance

Three proposals were submitted to a vote of security holders with the following results:

  1. Ratification of Auditor: PricewaterhouseCoopers LLP was ratified for the fiscal year ending March 31, 2027.
    • Votes For: 63,434,745
    • Votes Against: 253,953
    • Votes Abstaining: 71,239
  2. Say on Pay: Executive compensation for the fiscal year ended March 31, 2026, was approved on a non-binding advisory basis.
    • Votes For: 48,641,528
    • Votes Against: 622,710
    • Votes Abstaining: 55,371
    • Broker Non-Votes: 14,440,328
  3. Amendment to Certificate of Incorporation: The proposal to increase authorized shares was approved.
    • Votes For: 62,153,709
    • Votes Against: 1,526,174
    • Votes Abstaining: 80,054

Outlook and Risks

The filing does not contain specific management commentary on future outlook, risks, contingencies, or unusual items beyond the successful completion of the shareholder vote and the immediate effect of the capital structure amendment.

Investor Verification Checklist

  • Verify the full text of the Certificate of Amendment (Exhibit 3.1) for any additional terms regarding the share increase.
  • Review the definitive proxy statement on Schedule 14A filed on July 29, 2026, for detailed context on the proposals.
  • Confirm the impact of the increased authorized share count on future capital raising capabilities and potential dilution.