Current Report Filing (8-k)
March 18 2021 - 6:05AM
Edgar (US Regulatory)
0001629137
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0001629137
2021-03-17
2021-03-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): March 17, 2021
Global Blood Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-37539
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27-4825712
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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181 Oyster Point Blvd.
South San Francisco, CA 94080
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(Address of principal executive offices, including zip code)
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(650) 741-7700
(Registrant's telephone number, including area
code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GBT
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2021, the Board of Directors (the “Board”)
of Global Blood Therapeutics, Inc. (the “Company”) appointed Alexis A. Thompson, M.D., M.P.H., to the Board as a Class I
director. Dr. Thompson was appointed to a newly created vacancy resulting from an increase in the size of the Board from nine to
ten directors. She will serve on the Board’s research and development (R&D) committee.
A board-certified pediatric hematologist, Dr. Thompson is head
of the Hematology Section and director of the Comprehensive Thalassemia Program at the Ann and Robert H. Lurie Children’s
Hospital of Chicago, where she also serves as the A. Watson and Sarah Armour Endowed Chair for Childhood Cancer and Blood Disorders.
In addition, Dr. Thompson is associate director for equity and minority health at the Robert H. Lurie Cancer Center and Northwestern
University Feinberg School of Medicine. She has served on national advisory committees for governmental agencies as well as non-profit
organizations focused on improving healthcare access, increasing workforce diversity and reducing health disparities. In 2018,
Dr. Thompson served as president of the American Society of Hematology (ASH) and continues to serve on ASH’s Sickle Cell
Disease Task Force.
Dr. Thompson is an investigator on multicenter clinical trials
as well as her own institutional clinical studies in SCD and thalassemia. She has been a leader in multicenter collaborations,
such as the National Heart, Lung, and Blood Institute’s Sickle Cell Disease Implementation Consortium, and has received numerous
awards recognizing her expertise in teaching and clinical care. Dr. Thompson received her medical degree from Tulane University,
earned her master’s in public health degree from University of California, Los Angeles, and completed her postgraduate training
at Children’s Hospital Los Angeles and the Children’s Hospital of Philadelphia (CHOP).
Upon Dr. Thompson’s appointment to the Board, and based on
the recommendation of the Board’s Compensation Committee, the Board approved the grant to Dr. Thompson of the following equity
awards on March 17, 2021: (i) an option to purchase 11,200 shares of the Company’s common stock at a per share exercise
price of $44.28, the closing price of the Company’s common stock on the NASDAQ Global Select Market on the grant date, and
(ii) an award of restricted stock units covering 7,200 shares of the Company’s common stock. The option will vest in
36 equal monthly installments over a period of three years from March 17, 2021, and the restricted stock units will vest in three
equal annual installments over a period of three years from March 17, 2021, both subject to Dr. Thompson’s continued
service on the Board. Dr. Thompson will also be eligible to receive annual equity awards as well as cash retainers in accordance
with the Company’s Non-Employee Director Compensation Policy, as in effect from time to time, so long as she continues to
serve on the Board. A copy of the Non-Employee Director Compensation Policy is filed as Exhibit 10.16 to the Company’s Annual
Report on Form 10-K for the annual period ended December 31, 2020, as filed with the SEC on February 24, 2021.
Dr. Thompson is not a party to any transaction with the Company
that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr.
Thompson and any other persons pursuant to which Dr. Thompson was selected as a director.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Global Blood Therapeutics, Inc.
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Date: March 18, 2021
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By:
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/s/ Jeffrey Farrow
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Jeffrey Farrow
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Chief Financial Officer
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