BridgeBio Pharma 8-K披露股東年會結果 通過董事選舉及增發股票計劃

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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): June 26, 2026 (June 22, 2026)

 

 

 
 

 

 

 
 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 (Sec. 230.405 of this
 chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 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.

 

 

 

 

 On June 22, 2026, Dr. Randal W. Scott notified BridgeBio Pharma, Inc. (the “Company”), of his resignation as a member of the Board of Directors of the
 Company (the “Board”) upon the completion of his term as a Class I director, effective as of June 22, 2026, the date of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Dr. Scott’s resignation was not due to any
 disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

 

 

 

 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 held on June 22, 2026, with each such proposal described in the
 Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”).

 

 

 The number of shares of common stock entitled to vote at the Annual Meeting was 195,806,242. The number of shares of common stock present or represented
 by valid proxy at the Annual Meeting was 175,706,357. 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 three (3) director nominees below to the Company’s Board of Directors as Class I directors to hold office until the
 2029 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified.

 

 

 

 

 
 Director Nominee

 

 
 Votes For

 

 
 Votes Withheld

 

 

 

 
 James C. Momtazee

 

 
 156,790,852

 

 
 4,316,018

 

 

 

 
 Frank P. McCormick, Ph.D.

 

 
 153,020,532

 

 
 8,086,338

 

 

 

 
 Hannah A. Valantine, M.D.

 

 
 129,081,930

 

 
 32,024,940

 

 

 

 

 There were 14,599,487 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

 

 

 

 
 152,949,577

 

 
 6,938,080

 

 
 1,219,213

 

 

 

 

 There were 14,599,487 broker non-votes regarding this proposal.

 

 

 Proposal 3 - Non-binding Advisory Vote on the Frequency of Future Non-binding Advisory Votes to Approve the
 Compensation of the Company’s Named Executive Officers

 

 

 The Company’s stockholders approved, on a non-binding, advisory basis, a frequency of every 1 Year for future non-binding advisory votes to approve the
 compensation of the Company’s named executive officers.

 

 

 

 

 
 1 Year

 

 
 2 Years

 

 
 3 Years

 

 
 Abstentions

 

 

 

 
 154,371,970

 

 
 5,199,700

 

 
 1,467,447

 

 
 67,753

 

 

 

 

 
 
 

 

 Proposal 4 - 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, 2026.

 

 

 

 

 
 Votes For

 

 
 Votes Against

 

 
 Abstentions

 

 

 

 
 175,420,234

 

 
 203,310

 

 
 82,813

 

 

 

 

 There were zero broker non-votes regarding this proposal.

 

 

 Proposal 5 - 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 2,000,000 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

 

 

 

 
 132,402,786

 

 
 27,350,537

 

 
 1,353,547

 

 

 

 

 There were 14,599,487 broker non-votes regarding this proposal.

 

 

 Pursuant to the recommendation of the Board and consistent with the stockholders’ preference, the Company plans to hold future non-binding advisory votes
 on the compensation of the Company’s named executive officers every year. The next required non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers will take
 place no later than at the Company’s 2032 annual meeting of stockholders.

 

 

 
 
 

 

 

 

 Item 9.01.

 
 Financial Statements and Exhibits.

 

 

 

 

 (d) Exhibits.

 

 

 

 

 
 Exhibit

 No.

 

 
 Description

 

 

 

 
 10.1

 

 
 BridgeBio Pharma, Inc. Third Amended and Restated 2021 Stock Option and Incentive Plan and form award agreements thereunder

 

 

 

 
 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 26, 2026

 

 
 By:

 

 
 /s/ Thomas Trimarchi

 

 

 

 

 

 

 

 

 
 Name:

 

 
 Thomas Trimarchi, Ph.D.

 

 

 

 

 

 

 

 
 Title:

 

 
 President and Chief Financial Officer