BridgeBio Pharma Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BBIO
Biotechnology: Pharmaceutical Preparations
Health Care
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 24, 2024 (June 21, 2024 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (650 ) 391-9740
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.07. |
Submission of Matters to a Vote of Security Holders.
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The proposals set forth below were submitted to the stockholders at the Annual Meeting of Stockholders (the “Annual Meeting”) of BridgeBio Pharma, Inc. (the
“Company”) held on June 21, 2024, with each such proposal described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2024.
The number of shares of common stock entitled to vote at the Annual Meeting was 187,129,260. The number of shares of common stock present or represented by
valid proxy at the Annual Meeting was 160,899,203. 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 Company’s stockholders elected the five (5) director nominees below to the Company’s Board of Directors as Class II directors to hold office until the
2027 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified.
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Director Nominee
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Votes For
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Votes Withheld
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Eric Aguiar, M.D.
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139,080,658
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4,552,096
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Jennifer E. Cook
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139,063,404
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4,569,350
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Andrea J. Ellis
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139,229,888
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4,402,866
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Fred Hassan
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137,076,192
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6,556,562
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Ali J. Satvat
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106,237,448
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37,395,306
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There were 17,266,449 broker non-votes regarding this proposal.
Proposal 2 - Non-binding Advisory Vote on Compensation of Named Executive Officers.
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
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Votes For
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Votes Against
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Abstentions
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134,309,832
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9,254,636
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68,286
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There were 17,266,449 broker non-votes regarding this proposal.
Proposal 3 - Ratification of Appointment of Independent Registered Accounting Firm.
The Company’s 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, 2024.
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Votes For
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Votes Against
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Abstentions
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160,661,642
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196,629
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40,932
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There were zero broker non-votes regarding this proposal.
Proposal 4 - Approval of an Amendment and Restatement of the 2021 Amended
and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan
The Company’s stockholders approved the amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan
(the “2021 Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 6,500,000 shares. A copy of such amendment and restatement of the 2021 Plan in the form approved by the stockholders is filed
hereto as Exhibit 10.1.
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Votes For
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Votes Against
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Abstentions
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118,318,376
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25,003,526
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310,852
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There were 17,266,449 broker non-votes regarding this proposal.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
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BRIDGEBIO PHARMA, INC.
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Date: June 24, 2024
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By:
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/s/ Brian C. Stephenson
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Name: Brian C. Stephenson
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Title: Chief Financial Officer
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