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 8, 2017

 

bluebird bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (339) 499-9300

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 Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in 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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On June 8, 2017, the board of directors (the “Board”) of bluebird bio, Inc. (the “Company”), upon the recommendation of the Board’s 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 Board’s 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 Company’s 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 pursuant to which he was selected as a director.

 

Item 5.07  Submission 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 Company’s 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 Company’s stockholders re-elected the two persons listed below as Class I directors pursuant to Proposal 1. The voting results were as follows:

 

 

The Company’s stockholders approved Proposal 2 in a non-binding advisory vote. The voting results were as follows:

 

 

The Company stockholders approved Proposal 3. The voting results were as follows:

 

 

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

 

 

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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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EXHIBIT INDEX

 

 

 

 

 

Exhibit 99.1

 

bluebird bio Appoints John O. Agwunobi, M.D. and Douglas A. Melton, Ph.D. to Board of Directors

 

 

Cambridge, Mass., June 8, 2017 – bluebird bio, Inc. (Nasdaq: BLUE), a clinical-stage company committed to developing potentially transformative gene therapies for severe genetic diseases and T cell-based immunotherapies for cancer, today announced that it has appointed John O. Agwunobi, M.D. and Douglas A. Melton, Ph.D. to its Board of Directors.

 

“We are delighted to welcome Dr. Agwunobi and Dr. Melton to our Board. John’s experience in the government and payor realm will be invaluable as we work to identify and create paths for access to one-time transformative therapies. Doug’s deep scientific expertise in regenerative medicine and stem cell biology will be critical as we continue to innovate to deliver a pipeline of therapies for the long term,” said Nick Leschly, chief bluebird. “With these two esteemed leaders, we are adding to the expertise of our seasoned Board of Directors to prepare us for continued progress and growth at bluebird.”

 

Since February 2016, John O. Agwunobi, M.D. has served as Chief Health and Nutrition Officer at Herbalife Nutrition Institute (Nasdaq: HLF), responsible for training, education, science strategy and product development. Prior to joining Herbalife, Dr. Agwunobi advised a number of privately-held health-related companies and served as Senior Vice President and President of Health and Wellness for Wal-Mart in the United States, where he grew the business and provided insight and advice on the company’s health reform position. From December 2005 to September 2007, he served as the Assistant Secretary of Health for the U.S. Department of Health and Human Services, where he was responsible for disease prevention and health promotion. Dr. Agwunobi has served on numerous boards, and is currently a director at Magellan Health, Inc. (NASDAQ: MGLN), and at the U.S. African Development Foundation. Dr. Agwunobi is a licensed physician in Florida, Maryland and Washington, D.C.

 

“I’m excited to be joining the board of bluebird bio, a company with a singular focus on changing the lives of patients,” said Dr. Agwunobi. “In my career, I have had the opportunity to work on some of the most challenging issues in healthcare. I look forward to now working with bluebird as they strive to deliver on the hope of one-time transformative therapies for patients.”

 

Douglas A. Melton, Ph.D. is the Xander University Professor at Harvard University, where he has been a professor for over thirty years. He has served as the Co-Director of the Harvard Stem Cell Institute since 2004, and also as the Co-Chair of the Department of Stem Cell and Regenerative Biology since 2007. Since 1994, Dr. Melton has been an

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Investigator of the Howard Hughes Medical Institute. He was a scientific co-founder of Gilead Sciences, Inc., Curis, Inc. and Semma Therapeutics, Inc.

 

“bluebird bio is leading the development of rare disease and cancer therapies derived from patients’ own cells, and is uniquely positioned to deliver on the scientific promise of gene therapy,” said Dr. Melton. “I’ve had the privilege to be part of several other companies breaking new ground in science, and I look forward to bringing that experience to bluebird as they continue their pioneering work.”

About bluebird bio, Inc.

With its lentiviral-based gene therapies, T cell immunotherapy expertise and gene editing capabilities, bluebird bio has built an integrated product platform with broad potential application to severe genetic diseases and cancer. bluebird bio’s gene therapy clinical programs include its Lenti-D™ product candidate, currently in a Phase 2/3 study, called the Starbeam Study, for the treatment of cerebral adrenoleukodystrophy, and its LentiGlobin™ product candidate, currently in four clinical studies for the treatment of transfusion-dependent β-thalassemia, and severe sickle cell disease. bluebird bio’s oncology pipeline is built upon the company’s leadership in lentiviral gene delivery and T cell engineering, with a focus on developing novel T cell-based immunotherapies, including chimeric antigen receptor (CAR T) and T cell receptor (TCR) therapies. bluebird bio’s lead oncology program, bb2121, is an anti-BCMA CAR T program partnered with Celgene. bb2121 is currently being studied in a Phase 1 trial for the treatment of relapsed/refractory multiple myeloma.

 

bluebird bio also has discovery research programs utilizing megaTAL/homing endonuclease gene editing technologies with the potential for use across the company’s pipeline.

 

bluebird bio has operations in Cambridge, Massachusetts, Seattle, Washington and Europe.

 

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s product candidates and research programs. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks that the preliminary results from our clinical trials will not continue or be repeated in our ongoing clinical trials, the risk of cessation or delay of any of the ongoing or planned clinical studies and/or our development of our product candidates, the risk of a delay in the enrollment of patients in our clinical studies, the risk that our collaborations, including the collaboration with Celgene, will not continue or will not be successful, and the risk that any one or more of our product candidates will not be successfully developed, approved or commercialized. For a

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discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and bluebird bio undertakes no duty to update this information unless required by law.

 

bluebird bio Contact:

Investors:

Manisha Pai, 617-245-2107

mpai@bluebirdbio.com

 

Media:

Elizabeth Pingpank, 617-914-8736

epingpank@bluebirdbio.com