Item 2.02 Results of Operations and Financial Condition.
On May 5, 2021, bluebird bio, Inc. ("bluebird" or the "Company") announced its
financial results for the three months ended March 31, 2021. A copy of the press
release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2021, bluebird announced the appointment of Thomas J. Klima as Chief
Commercial Officer, Severe Genetic Disease, effective May 10, 2021 (the
"Effective Date").
Prior to joining bluebird Mr. Klima, age 49, served as Chief Commercial Officer
at Gamida Cell Ltd. from January 2019 to December 2020, where he led the
strategic vision and commercial growth transforming its R&D organization to a
commercially ready company. In 2018, Mr. Klima served as senior vice president
of global commercial planning and operations at Atara Biotherapeutics. From 2015
to 2017, Mr. Klima served as senior vice president and chief commercial officer
at Navidea Biopharmaceuticals Ltd. (acquired by Cardinal Health). Before that,
Mr. Klima served as head of sales and commercial operations at Algeta U.S.
(acquired by Bayer Healthcare) from 2012 to 2015. Before Algeta, he held various
commercial leadership positions at Dendreon from 2009 to 2012. Mr. Klima began
his pharmaceutical career at Eli Lilly where he held several positions of
increasing responsibility from 2000 to 2009. Mr. Klima received a B.A. in
Business Administration and Marketing from Western State College.
There are no family relationships between Mr. Klima and any director, executive
officer or person nominated or chosen by bluebird to become a director or
executive officer of bluebird within the meaning of Item 401(d) of Regulation
S-K under the U.S. Securities Act of 1933 ("Regulation S-K"). Since the
beginning of bluebird's last fiscal year, bluebird has not engaged in any
transaction in which Mr. Klima had a direct or indirect material interest within
the meaning of Item 404(a) of Regulation S-K.
In connection with Mr. Klima's appointment as Chief Commercial Officer, Severe
Genetic Disease, the Company and Mr. Klima entered into an employment agreement
(the "Employment Agreement"), dated April 20, 2021 and effective as of the
Effective Date. Pursuant to the terms of his Employment Agreement, Mr. Klima is
entitled to an initial annual base salary of $400,000 per year, and an annual
discretionary cash bonus of 45% of Mr. Klima's then-current base salary. Mr.
Klima's Employment Agreement also provides that, subject to approval by the
Board of Directors of the Company (the "Board") (or a committee thereof), and as
an inducement material to Mr. Klima entering into employment with the Company,
pursuant to Nasdaq Rule 5635(c)(4), Mr. Klima shall be granted (i) a stock
option to purchase 50,000 shares of the Company's common stock (the "Option"),
and (ii) 25,000 restricted stock units ("RSUs"). The Option shall have an
exercise price per share equal to the closing price per share on the grant date
and 25% shall vest and become exercisable on the first anniversary of the
Effective Date, and in equal monthly installments over the following 3 years of
continuous service thereafter. The RSUs shall vest as follows, provided that,
Mr. Klima continues his employment through the applicable vesting date: 25% on
the first anniversary of the date of grant and in three equal annual
installments for the following three years on the anniversaries of the date of
grant. In the event that Mr. Klima is terminated without Cause (as defined in
the Employment Agreement) or resigns for Good Reason (as defined in the
Employment Agreement) prior to a Change in Control (as defined in the Employment
Agreement), Mr. Klima will be entitled to severance in the form of salary
continuation for twelve months at his then-current base salary and will also be
eligible for the continuation of Bluebird-subsidized medical and dental benefits
for up to twelve months. In the event that he is terminated without Cause or
resigns for Good Reason within one year following a Change of Control, Mr. Klima
will be entitled to severance payable in a lump sum equal to twelve months of
his then-current base salary, his target annual incentive compensation, the
continuation of bluebird-subsidized medical and dental benefits for up to twelve
months, and the acceleration of vesting of 100% of his outstanding unvested
equity awards. Mr. Klima will also be eligible for all other compensation and
benefit plans available to bluebird's employees.
The foregoing description of Mr. Klima's Employment Agreement is only a summary
and it is qualified in its entirety by the Employment Agreement, a copy of which
the Company expects to file as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2021.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued by bluebird bio, Inc. on May 5, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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