UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Blueprint Medicines Corporation (the “Company”) held its Annual Meeting of Stockholders on June 21, 2023. The following is a summary of the matters voted on at that meeting:
| 1. | The Company’s stockholders elected Alexis Borisy, Lonnel Coats and Kathryn Haviland as Class II directors, each to serve for a three-year term expiring at the 2026 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 II directors were as follows: |
| Name | Votes For |
Votes Withheld |
Broker Non- Votes |
|||||||||
| Alexis Borisy | 21,862,574 | 33,491,299 | 1,857,643 | |||||||||
| Lonnel Coats | 33,762,893 | 21,590,980 | 1,857,643 | |||||||||
| Kathryn Haviland | 53,907,347 | 1,446,526 | 1,857,643 | |||||||||
Mr. Borisy was re-elected by a plurality standard, but did not receive a majority of the votes cast for election. Based on shareholder feedback, the Company understands that Mr. Borisy did not receive a majority of the votes cast because he is considered over-boarded according to the policies of many of the Company’s stockholders and proxy advisory groups, as well as the Company’s new over-boarding policy. Mr. Borisy has committed to reducing his service on other public company boards to be in compliance with the Company’s over-boarding policy within the next 12 months.
Mr. Borisy has served as a valued and active member of the Company’s board of directors (the “Board”), who has consistently devoted his time and attention to fulfilling his responsibilities as a director since beginning his tenure in 2011. In 2022, Mr. Borisy attended all regularly scheduled Board meetings and only missed one ad hoc Board meeting. In the first half of 2023, Mr. Borisy has attended all regularly scheduled and ad hoc meetings of the Board. Importantly, Mr. Borisy consistently makes himself available to the Company’s executive team and other Company leaders outside of scheduled meetings. Mr. Borisy brings unique and valuable experience and insights through his more than 25 years of experience with founding, financing and leading more than fifteen life sciences companies – including ten Nasdaq-listed companies – that have been critical to the continuing evolution of the Company and its strategic vision.
The Company’s newly adopted over-boarding policy became effective on April 24, 2023. In April 2023, the Company’s nominating and corporate governance committee approved a limited exception to its over-boarding policy for Mr. Borisy to allow him to resolve his over-boarding to comply with the Company’s policy by the record date for the Company’s 2024 annual meeting of stockholders.
| 2. | 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 | |||
| 54,299,704 | 1,010,255 | 43,914 | 1,857,643 |
| 3. | 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, 2023. The results of the stockholders’ vote with respect to such ratification were as follows: |
| Votes For |
Votes Against |
Votes Abstaining | ||
| 57,031,225 | 149,989 | 30,302 |
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 27, 2023 | By: | /s/ Kathryn Haviland |
| Kathryn Haviland | ||
| Chief Executive Officer | ||