UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Stockholders of Blueprint Medicines Corporation (the “Company”) held on June 12, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Blueprint Medicines Corporation 2024 Stock Incentive Plan (the “2024 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”), subject to stockholder approval.
The description of the 2024 Plan contained on pages 65 to 73 of the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2024, is incorporated herein by reference. A complete copy of the 2024 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a summary of the matters voted on at the Annual Meeting.
| 1. | The Company’s stockholders elected Daniella Beckman, Habib Dable and Lynn Seely, M.D. as Class III directors, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until their successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows: |
| Name | Votes For |
Votes Withheld |
Broker Non-Votes |
||||||
| Daniella Beckman | 54,014,668 | 4,259,561 | 2,067,113 | ||||||
| Habib Dable | 40,783,723 | 17,490,506 | 2,067,113 | ||||||
| Lynn Seely, M.D. | 42,706,299 | 15,567,930 | 2,067,113 |
| 2. | The Company’s stockholders determined that future advisory votes on the compensation paid to its named executive officers would be held every year. The results of the stockholders’ non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation paid to the Company’s named executive officers were as follows: |
| 1 Year | 2 Years | 3 Years | Votes Abstaining | Broker Non-Votes | ||||
| 57,619,425 | 5,261 |
619,900 |
29,643 | 2,067,113 |
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3.
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The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows: |
|
Votes For |
Votes Against |
Votes Abstaining | Broker Non-Votes | |||
| 56,844,879 | 1,345,313 | 84,037 | 2,067,113 |
| 4. | The Company’s stockholders approved the 2024 Plan. The results of the stockholders’ vote with respect to the approval of the 2024 Plan were as follows: |
|
Votes For |
Votes Against |
Votes Abstaining | Broker Non-Votes | |||
| 41,494,784 | 16,766,684 | 12,761 | 2,067,113 |
| 5. | The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows: |
|
Votes For |
Votes Against |
Votes Abstaining | |||
| 60,124,981 | 198,317 | 18,044 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Blueprint Medicines Corporation 2024 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101) |
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.
| BLUEPRINT MEDICINES CORPORATION | ||
| Date: June 14, 2024 | By: | /s/ Kathryn Haviland |
| Kathryn Haviland | ||
| Chief Executive Officer | ||