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 24, 2024 (June 21, 2024)


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.)

3160 Porter Dr., Suite 250
    
Palo Alto, CA
  
94304
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (650) 391-9740

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:

☐
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, par value $0.001 per share
  
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 5.07.
Submission of Matters to a Vote of Security Holders.

The proposals set forth below were submitted to the stockholders at the Annual Meeting of Stockholders (the “Annual Meeting”) of BridgeBio Pharma, Inc. (the “Company”) held on June 21, 2024, with each such proposal described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2024.

The number of shares of common stock entitled to vote at the Annual Meeting was 187,129,260. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 160,899,203. 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 five (5) director nominees below to the Company’s Board of Directors as Class II directors to hold office until the 2027 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified.

Director Nominee
  
Votes For
    
Votes Withheld
  
Eric Aguiar, M.D.
    
139,080,658
      
4,552,096
  
Jennifer E. Cook
    
139,063,404
      
4,569,350
  
Andrea J. Ellis
    
139,229,888
      
4,402,866
  
Fred Hassan
    
137,076,192
      
6,556,562
  
Ali J. Satvat
    
106,237,448
      
37,395,306
  

There were 17,266,449 broker non-votes regarding this proposal.

Proposal 2 - Non-binding Advisory Vote on Compensation of Named Executive Officers.

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

Votes For
  
Votes Against
  
Abstentions
134,309,832
  
9,254,636
  
68,286

There were 17,266,449 broker non-votes regarding this proposal.

Proposal 3 - 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, 2024.

Votes For
  
Votes Against
  
Abstentions
160,661,642
  
196,629
  
40,932

There were zero broker non-votes regarding this proposal.

Proposal 4 - Approval of an Amendment and Restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan

The Company’s stockholders approved the amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (the “2021 Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 6,500,000 shares. A copy of such amendment and restatement of the 2021 Plan in the form approved by the stockholders is filed hereto as Exhibit 10.1.

Votes For
  
Votes Against
  
Abstentions
118,318,376
  
25,003,526
  
310,852

There were 17,266,449 broker non-votes regarding this proposal.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
  
Description
   
 
2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan
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.

   
BRIDGEBIO PHARMA, INC.
     
Date:  June 24, 2024
By:
/s/ Brian C. Stephenson
   
Name: Brian C. Stephenson
   
Title: Chief Financial Officer