UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2020
BridgeBio Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38959 | 84-1850815 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
421 Kipling Street Palo Alto, CA |
94301 | |||
(Address of principal executive offices) | (Zip Code) |
(650) 391-9740
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 Instruction 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common stock | BBIO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
BridgeBio Pharma, Inc. 2019 Stock Option and Incentive Plan
On June 2, 2020, at the 2020 Annual Meeting of Stockholders (the Annual Meeting) of BridgeBio Pharma, Inc. (the Company), the stockholders of the Company approved an amendment and restatement of the Companys 2019 Stock Option and Incentive Plan (the 2019 Plan) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 2,500,000 shares.
A detailed summary of the material features of the 2019 Plan is set forth in the Companys definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2020 (the Proxy Statement). That summary is qualified in its entirety by reference to the text of the 2019 Plan, which is filed as Exhibit A to the Proxy Statement and is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The proposals set forth below were submitted to the stockholders at the Annual Meeting held on June 2, 2020, with each such proposal described in the Proxy Statement.
The number of shares of common stock entitled to vote at the Annual Meeting was 121,367,855. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 107,295,679. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.
Proposal 1 Election of Directors
The Companys stockholders elected the two (2) director nominees below to the Companys Board of Directors as Class I directors to hold office until the 2023 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified.
Director Nominee | Votes For | Votes Withheld | ||||||
James C. Momtazee |
98,049,342 | 7,310,497 | ||||||
Richard H. Scheller, Ph.D. |
97,932,831 | 7,427,008 |
There were 1,935,840 broker non-votes regarding this proposal.
Proposal 2 Ratification of Appointment of Independent Registered Accounting Firm
The Companys stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.
Votes For | Votes Against | Abstentions | ||
107,266,513 |
585 | 28,581 |
There were zero broker non-votes regarding this proposal.
Proposal 3 Approval of the Amended and Restated 2019 Stock Option and Incentive Plan
The Companys stockholders approved the amendment and restatement of the Companys 2019 Stock Option and Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 2,500,000 shares.
Votes For |
Votes Against |
Abstentions | ||
92,840,641 |
12,492,825 | 26,373 |
There were 1,935,840 broker non-votes regarding this proposal.
SIGNATURE
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.
BridgeBio Pharma, Inc. | ||||
Date: June 8, 2020 | By: | /s/ Brian C. Stephenson | ||
Brian C. Stephenson Chief Financial Officer |