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.
Exhibit No. Description
99.1 Press release issued by Blueprint Medicines Corporation on
June 23, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document and incorporated as Exhibit 101)
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