UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): June 16, 2021

Translate Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38550

61-1807780

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

29 Hartwell Avenue

Lexington, Massachusetts

02421

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the proxy statement of Translate Bio, Inc. (the “Company”) relating to the Company’s 2021 Annual Meeting of Stockholders held on June 16, 2021 (the “Annual Meeting”), upon his election as a Class III director of the Company at the Annual Meeting (as described in Item 5.07 below), Owen Hughes, who previously served as a Class II director of the Company, resigned as a Class II director.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 16, 2021. The following is a summary of the matters voted on at the Annual Meeting:

(a)

For Proposal 1, the stockholders of the Company elected Owen Hughes and Ronald C. Renaud, Jr. as Class III directors, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders to be held in 2024 and until his respective successor has been duly elected and qualified. The results of Proposal 1 were as follows:


Name	For		Withheld		Broker Non-Votes
Owen Hughes		36,706,071		12,950,297		6,691,024
Ronald C. Renaud, Jr.		47,046,064		2,610,304		6,691,024

(b)	For Proposal 2, the stockholders of the Company approved a non-binding advisory vote of the compensation paid to the Company’s named executive officers. The results of Proposal 2 were as follows:


For	Against	Abstain	Broker Non-Votes
47,207,377	2,258,771	190,221	6,691,024

(c)	For Proposal 3, the stockholders of the Company recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of Proposal 3 were as follows:


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
48,919,083	22,957	34,720	679,608	6,691,024

(d)	For Proposal 4, 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, 2021. The results of Proposal 4 were as follows:


For	Against	Abstain
56,327,393	14,490	5,510

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

SIGNATURES

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.

TRANSLATE BIO, INC.

Date: June 16, 2021

/s/ Paul Burgess

Paul Burgess

Chief Operating Officer, Chief Legal Officer and Secretary

Translate Bio, Inc. 8-K