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United States securities and exchange commission logo
September 21, 2022
Leonard S. Schleifer
Chief Executive Officer
Regeneron Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
Re: Regeneron
Pharmaceuticals, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 21,
2022
File No. 000-19034
Dear Dr. Schleifer:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 21, 2022
General
1. Please discuss the
circumstances under which you would consider having the Chair and
CEO roles filled by a
single individual, when shareholders would be notified of any such
change, and whether you
will seek prior input from shareholders. In addition, please
discuss how the
experience of your Presiding Director is brought to bear in connection
with your board s
role in risk oversight.
2. Please expand upon the
role that your Presiding Director plays in the leadership of the
board. For example,
please enhance your disclosure to address whether or not your
Presiding Director may:
represent the board
in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
Leonard S. Schleifer
Regeneron Pharmaceuticals, Inc.
September 21, 2022
Page 2
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
FirstName LastNameLeonard S. Schleifer Sincerely,
Comapany NameRegeneron Pharmaceuticals, Inc.
Division of
Corporation Finance
September 21, 2022 Page 2 Disclosure
Review Program
FirstName LastName