8-K 1 d947142d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2020



Translate Bio, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-38550   61-1807780

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


29 Hartwell Avenue

Lexington, Massachusetts

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 945-7361

Not applicable

(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 (see General Instruction A.2. below):


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of exchange on which registered

Common Stock, $0.001 par value   TBIO   Nasdaq Global Select Market

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.  ☒




Item 5.07

Submission of Matters to a Vote of Security Holders.

Translate Bio, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 16, 2020 (the “Annual Meeting”). The following is a summary of the matters voted on at that meeting:



The stockholders of the Company elected Daniella Beckman, George Demetri, M.D. and Owen Hughes as Class II directors, each to serve for a three-year term expiring at the annual meeting of stockholders to be held in 2023 and until his or her respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:



   For      Withheld      Broker Non-Votes  

Daniella Beckman

     42,640,778        845,120        2,146,575  

George Demetri, M.D.

     41,992,118        1,493,780        2,146,575  

Owen Hughes

     42,658,564        827,334        2,146,575  



The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the stockholders’ vote with respect to such ratification were as follows:



   Against    Abstain
45,626,609    4,321    1,543

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 16, 2020     By:   /s/ Paul Burgess
      Paul Burgess
      Chief Operating Officer, Chief Legal Officer and Secretary