Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
Effective January 6, 2023, 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 John
Tsai, M.D. to fill a newly created vacancy on the Board resulting from the
retirement of George D. Demetri, M.D., FASCO, who will be joining the Company's
Scientific Advisory Board. Dr. Tsai 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 May 2018 through May 2022, Dr. Tsai served as the President, Global Drug
Development and Chief Medical Officer at Novartis AG ("Novartis"), a leading
global medicines company. Prior to joining Novartis in 2018, Dr. Tsai served as
Chief Medical Officer and Senior Vice President of Global Medical Affairs at
Amgen Inc. and spent 11 years at Bristol-Myers Squibb Company ("Bristol-Myers").
During his tenure at Bristol-Myers , Dr. Tsai held positions of increasing
responsibility within the Medical and Drug Development organizations, including
Head of Late Phase Development and Oncology Development Leader, Head of
Worldwide Medical Affairs, Chief Medical Officer Europe, Head of U.S. Medical,
and Vice-President, Cardiovascular and Metabolics Disease Area. Earlier in his
career, Dr. Tsai held drug development roles at Pfizer Inc. and manufacturing
roles at General Electric Company. Dr. Tsai received a B.S.E.E. in Electrical
Engineering from Washington University in St. Louis and an M.D. from University
of Louisville School of Medicine.
Upon his election to the Board, Dr. Tsai was granted an option to purchase 7,950
shares of the Company's Common Stock at an exercise price of $46.87 per share,
which was the closing price of the Company's Common Stock on the date of grant,
and which will vest in equal monthly installments during the three years
following the grant date, subject to Dr. Tsai's continued service on the Board.
Dr. Tsai 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 Dr. Tsai's continued service on the
Board. Each restricted stock unit will entitle Dr. Tsai to one share of the
Company's Common Stock if and when the restricted stock unit vests.
Dr. Tsai has no family relationship with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Dr. Tsai and any other person pursuant to which he was appointed as a director
of the Company.
In connection with Dr. Tsai's election to the Board, Dr. Tsai 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 Dr. Tsai 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 Dr. Tsai is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Director Resignation
On January 4, 2023, George D. Demetri, M.D., FASCO notified the Company of his
resignation as a Class III member of the Company's board of directors effective
immediately. Dr. Demetri's resignation did not result from any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by Blueprint Medicines Corporation on January
6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and incorporated as Exhibit 101)
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