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 23, 2022
Blueprint Medicines Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37359 | | 26-3632015 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
45 Sidney Street Cambridge, Massachusetts | | 02139 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 374-7580
(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)) |
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.
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which
registered |
| Common stock, par value $0.001 per share | BPMC | Nasdaq Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 23, 2022, the Board of Directors (the “Board”) of Blueprint Medicines Corporation (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board, unanimously appointed Habib J. Dable to fill a newly created vacancy on the Board resulting from the resignation of Charles A. Rowland. Mr. Dable was appointed as a Class III director of the Company, to serve in such capacity until the annual meeting of the Company’s stockholders in 2024 or until his earlier resignation, death or removal.
From December 2016 until its acquisition by Merck Sharp & Dohme Corp. in November 2021, Mr. Dable served as the Chief Executive Officer and President and a member of the board of directors of Acceleron Pharma Inc. (“Acceleron”), a clinical stage biopharmaceutical company targeting therapies for patients with serious and rare diseases. Prior to joining Acceleron in 2016, Mr. Dable spent 22 years at Bayer AG. During his tenure at Bayer, Mr. Dable held positions of increasing responsibility, including President of U.S. Pharmaceuticals, Executive Vice President, Global Head Specialty Medicine; Vice President, Ophthalmology; Global Launch Team Head, EYLEA®; Global Head, Neurology and Ophthalmology; and Vice President, Regional Head, Hematology and Cardiology. Mr. Dable previously served on the board of directors and a member of the compensation and transaction committees of Millendo Therapeutics, Inc. Mr. Dable earned both Bachelor’s and Master’s degrees of Business Administration from the University of New Brunswick in Canada.
Upon his election to the Board, Mr. Dable was granted an option to purchase 7,950 shares of the Company’s Common Stock at an exercise price of $56.38 per share, which was the closing price of the Company’s Common Stock on the date of grant, which will vest in equal monthly installments during the three years following the grant date, subject to Mr. Dable’s continued service on the Board. Mr. Dable was also granted 3,900 restricted stock units, which will vest in equal annual installments over a three-year period beginning on the one-year anniversary of the grant date, subject to Mr. Dable’s continued service on the Board. Each restricted stock unit will entitle Mr. Dable to one share of the Company’s Common Stock if and when the restricted stock unit vests.
In connection with his election to the Board, Mr. Dable has been appointed to serve as a member of the Compensation Committee of the Board.
Mr. Dable has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Dable and any other person pursuant to which she was appointed as a director of the Company.
In connection with Mr. Dable’s election to the Board, Mr. Dable entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-202938) filed with the Securities and Exchange Commission on March 23, 2015. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Dable for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of the Company’s directors.
A copy of the Company’s press release announcing the appointment of Mr. Dable is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 23, 2022 | By: | /s/ Kathryn Haviland |
| | | Kathryn Haviland |
| | | Chief Executive Officer |
