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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): February 17, 2021

Generation Bio Co.

(Exact Name of Registrant as Specified in Charter)

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Registrant’s telephone number, including area code: (617) 655-7500

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):

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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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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. ☐

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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2021, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (“Board”) of Generation Bio Co. (the “Company”) increased the size of the Board from eight (8) to nine (9) members, and effective March 1, 2021, appointed Ron Cooper to fill the newly created vacancy as a Class II director, with a term of office to continue until the Company’s 2022 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

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Mr. Cooper will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program that the Board approved in February 2021 (the “Program”). Pursuant to the Program, Mr. Cooper will be entitled to receive a cash retainer of $40,000 per year for his service on the Board. This retainer is payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for the first quarter of 2021. In addition, under the Program, Mr. Cooper will receive an initial grant of an option to purchase 30,000 shares of the Company’s common stock under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) that will vest monthly over a three-year period, subject to Mr. Cooper’s continued service as a director through each applicable vesting date. The option grant will have an exercise price equal to the closing sales price of the Company’s common stock on March 1, 2021 as reported on The Nasdaq Global Select Market and a term of 10 years, subject to earlier termination for cessation of continuous service. Further, under the Program, on the date of each annual meeting of stockholders commencing in 2022, Mr. Cooper will be entitled to receive an option to purchase 15,000 shares of the Company’s common stock under the 2020 Plan that will vest in full on the earlier of the first anniversary of the grant date and the date of the annual meeting of stockholders in the year immediately following the year in which the option was granted, will be issued at an exercise price equal to the closing sales price of the Company’s common stock as reported on The Nasdaq Global Select Market on the date of grant and will have a term of ten years.

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In conjunction with Mr. Cooper’s appointment, the Company and Mr. Cooper entered into the Company’s standard indemnification agreement, a copy of which was filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-238608) filed with the Securities and Exchange Commission on May 22, 2020. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Cooper for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our members of the Board.

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A copy of the Company’s press release announcing Mr. Cooper’s election, dated February 18, 2021, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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