UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2020
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(Exact name of Registrant as Specified in Its Charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (339 ) 499-9300
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(Former Name or Former Address, if Changed Since Last Report)
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Given the ongoing impact of the COVID-19 global pandemic, bluebird bio, Inc. (“bluebird”) has undertaken a comprehensive business review with the goal of ensuring its ability to execute on its strategy with a path to financial sustainability. As part of that effort, certain members of bluebird’s senior leadership voluntarily elected to reduce their base salary for a twelve-month period effective May 4, 2020. Nick Leschly, bluebird’s Chief Executive Officer, reduced his base salary by approximately 100% during this twelve-month period, and each other participating member of senior leadership reduced his or her base salary by 20%. Each participant received a grant of restricted stock units equal to 80% of the amount of his or her salary reduction, determined using $50.77, the closing market price on the NASDAQ Stock Market of bluebird’s common stock on May 1, 2020, rounded down to the nearest whole share. The grants have a grant date of May 1, 2020, and vest in equal monthly installments over the twelve-month period beginning May 1, 2020. The named executive officers participating in this program, their original 2020 base salaries, their base salaries as reduced through participation in this program, and the number of restricted stock units granted are set forth in the table below.
| Name | Original 2020 base salary | Reduced 2020 base salary effective May 4, 2020 | Salary Reduction | Number of Restricted Stock Units | ||||||||||
| Nick Leschly | $725,000.00 | $2,487.29 | $722,512.71 | 11,384 | ||||||||||
| Dave Davidson | $512,500.00 | $410,000.00 | $102,500.00 | 1,615 | ||||||||||
| Philip Gregory | $479,500.00 | $383,600.00 | $95,900.00 | 1,511 | ||||||||||
| Jason Cole | $456,000.00 | $364,800.00 | $91,200.00 | 1,437 | ||||||||||
In addition, the non-employee members of the Board of Directors have voluntarily reduced their cash retainers by 20% for the period beginning July 1, 2020, and each non-employee member of the Board of Directors shall receive a grant of restricted stock units with a value equal to 80% of the amount of the cash retainer reduction on June 18, 2020 (the date of the annual meeting), determined using the closing market price on the NASDAQ stock market of bluebird’s common stock on such grant date, rounded down to the nearest whole share. These restricted stock units shall vest on the earlier of the first anniversary of the date of grant, or the date of the 2021 annual meeting, whichever occurs first.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Date: May 5, 2020 | bluebird bio, Inc. | ||||||||||
| By: | /s/ Jason F. Cole | ||||||||||
| Jason F. Cole | |||||||||||
| Chief Operating and Legal Officer | |||||||||||