bluebird bio, Inc. (NASDAQ:BLUE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of |
On June 8, 2017, the board of directors (the Board) of bluebird
bio, Inc. (the Company), upon the recommendation of the Boards
nominating and corporate governance committee, appointed Douglas
A. Melton to the Board as a Class I director and appointed John
O. Agwunobi to the Board as a Class II director. Dr. Melton and
Dr. Agwunobi were also both appointed to the Boards Nominating
and Corporate Governance Committee.
In connection with these appointments, on June 8, 2017, the
Company granted each of Drs. Melton and Agwunobi a stock option
to purchase 10,700 shares of the Companys common stock, par value
$0.01 per share (Common Stock), at a purchase price equal to the
closing price per share of the Common Stock on the NASDAQ Global
Select Market on June 8, 2017. Each of Drs. Melton and Agwunobi
was also granted on June 8, 2017 restricted stock units for 2,700
shares of Common Stock. The stock options and restricted stock
units vest ratably over three years in annual installments.
Neither of Dr. Melton or Dr. Agwunobi is party to any transaction
with the Company that would require disclosure under Item 404(a)
of Regulation S-K, and there are no arrangements or
understandings between either Dr. Melton or Dr. Agwunobi and any
other persons to which he was selected as a director.
Item 5.07Submission of Matters to a Vote of Security Holders
On June 8, 2017, the Company held its previously announced Annual
Meeting of Stockholders (the “Meeting”), at which a quorum was
present. At the Meeting, the stockholders of the Company voted on
the three proposals as follows: (i) Nick Leschly and Mark Vachon
as Class I members of the Board to serve until the Companys 2020
annual meeting of stockholders (Proposal 1); (ii) to approve, on
a non-binding advisory basis, the compensation paid to our named
executive officers (Proposal 2); and (iii) to ratify the
selection of Ernst Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2017 (Proposal 3).
The Companys stockholders re-elected the two persons listed below
as Class I directors to Proposal 1. The voting results were as
follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
Nick Leschly |
34,790,077 |
38,322 |
55,817 |
3,105,858 |
Mark Vachon |
34,652,756 |
175,618 |
55,842 |
3,105,858 |
The Companys stockholders approved Proposal 2 in a non-binding
advisory vote. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
34,402,678 |
304,361 |
177,177 |
3,105,858 |
The Company stockholders approved Proposal 3. The voting results
were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
37,859,061 |
116,487 |
14,526 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press release issued by bluebird bio, Inc. on June 8, |
About bluebird bio, Inc. (NASDAQ:BLUE)
bluebird bio, Inc. is a biotechnology company. The Company is focused on developing transformative gene therapies for severe genetic and rare diseases and in the field of T cell-based immunotherapy. Its gene therapy clinical programs include LentiGlobin product candidate to treat transfusion-dependent B-thalassemia (TDT) and severe sickle cell disease (SCD), and Lenti-D product candidate to treat cerebral adrenoleukodystrophy (CALD), a rare hereditary neurological disorder. Its oncology programs are built using lentiviral gene delivery and T cell engineering, with a focus on developing T cell-based immunotherapies, including chimeric antigen receptor (CAR) and T cell receptor (TCR) T cell therapies. Its oncology program, bb2121, is a CAR T cell product candidate targeting B-cell maturation antigen, or BCMA, in multiple myeloma. It also offers discovery research programs utilizing megaTALs/homing endonuclease gene editing technologies for use across its pipeline.