Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2014 (January 30, 2014)




(Exact name of registrant as specified in its charter)



New York

(State or other jurisdiction of incorporation)


000-19034   13-3444607


File Number)


(I.R.S. Employer

Identification No.)


777 Old Saw Mill River Road, Tarrytown, New York   10591-6707
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 847-7000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2014, Eric M. Shooter, Ph.D., notified Regeneron Pharmaceuticals, Inc. (the “Company”) of his intention to retire from his position as a member of the board of directors of the Company (the “Board”). Dr. Shooter, 89, who is a co-founder of the Company and a member of the Technology Committee of the Board, is retiring after 25 years of service as a non-employee member of the Board.

Dr. Shooter intends to retire effective as of the earlier of (i) the date of the 2014 annual meeting of the shareholders of the Company (currently expected to be held on June 13, 2014) or (ii) the effective date of the appointment of a new member of the Board pursuant to the Amended and Restated Investor Agreement, dated as of January 11, 2014, by and among Sanofi, sanofi-aventis US LLC, Aventis Pharmaceuticals Inc., sanofi-aventis Amerique du Nord, and the Company (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2014).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 5, 2014     REGENERON PHARMACEUTICALS, INC.

/s/ Joseph J. LaRosa

    Name:   Joseph J. LaRosa
    Title:   Senior Vice President, General Counsel and Secretary