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

(Registrant’s 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 Company’s 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 Company’s 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 Company’s stockholders elected the two (2) director nominees below to the Company’s 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 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, 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 Company’s stockholders approved the amendment and restatement of the Company’s 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