Replimune Group Amends Charter to Double Authorized Common Shares

What Happened

• Replimune Group, Inc. announced that at its annual meeting on September 15, 2026, shareholders approved an amendment to the company’s certificate of incorporation to increase authorized common stock from 150,000,000 to 300,000,000 shares. The company filed the Certificate of Amendment with the Delaware Secretary of State on September 15, 2026, and it became effective immediately.
• At the same meeting, shareholders also ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, and approved the company’s non-binding say-on-pay advisory vote for fiscal 2026 compensation.

Key Details

• Charter amendment: authorized common shares increased from 150,000,000 to 300,000,000; filed and effective September 15, 2026.
• Vote totals for the amendment: 62,153,709 votes for, 1,526,174 against, 80,054 abstaining.
• Accounting firm ratification vote: 63,434,745 for, 253,953 against, 71,239 abstaining.
• Say-on-pay advisory vote: 48,641,528 for, 622,710 against, 55,371 abstaining; 14,440,328 broker non-votes.

Why It Matters

• Increasing the number of authorized shares gives Replimune flexibility to issue additional shares for financing, strategic transactions, or equity compensation, which can support growth but may lead to future dilution for existing shareholders if new shares are issued.
• Ratification of the independent auditor ensures continuity in financial reporting oversight for the coming fiscal year.
• Approval of the advisory say-on-pay indicates majority shareholder support for executive compensation as disclosed for fiscal 2026.