BridgeBio Pharma Inc.

06/26/2026 | Press release | Distributed by Public on 06/26/2026 06:31

Proxy Results, Management Change/Compensation (Form 8-K)

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.

BridgeBio Pharma Inc. published this content on June 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 26, 2026 at 12:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]