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): ~~April~~June 1916, 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.

~~(b)(c)~~As Ondisclosed ~~April 19,~~in ~~2021,~~ the ~~Board~~proxy ofstatement ~~Directors (the “Board”)~~ of Translate Bio, Inc. (the “Company”) ~~appointed~~relating ~~Brendan Smith~~ to ~~serve as~~ the Company’s ~~Chief~~2021 ~~Financial~~Annual ~~Officer~~Meeting ~~and Corporate Strategy and principal financial officer, effective as~~ of ~~Mr. Smith’s~~Stockholders ~~first~~held ~~date of employment with the Company, which commenced~~ on ~~April~~June 1916, 2021. ~~Effective~~(the as“Annual ofMeeting”), ~~the~~upon ~~commencement~~his ofelection ~~employment~~as ofa ~~Mr.~~Class ~~Smith,~~III ~~Ronald~~director C.of ~~Renaud, Jr.,~~ the Company’s ~~current~~at ~~Chief~~the ~~Executive~~Annual ~~Officer,~~Meeting ~~principal~~(as ~~executive~~described ~~officer~~in ~~and~~Item ~~principal~~5.07 ~~financial officer~~below), ~~will~~Owen noHughes, ~~longer~~who ~~serve~~previously served as ~~the~~a ~~Company’s principal financial officer. Mr.~~Class ~~Renaud~~II ~~will~~director ~~continue~~of ~~to serve as~~ the Company’s, ~~Chief~~resigned ~~Executive Officer and principal executive officer and~~ as a ~~member~~Class II ~~of the Board~~director.

~~Mr.~~Item Smith, age 45, previously held various roles at Boston Consulting Group, or BCG, a management consulting firm, serving most recently as a partner and associate director from July 2018 to March 2021, and as principal healthcare expert from September 2016 to June 20185.07 AtSubmission BCG, Mr. Smith led integrated biopharmaceutical client engagements that included planning and executing on research and development strategy, operations, business development and deal diligence. Mr. Smith served as vice president, head of ~~business~~Matters ~~operations~~to ~~for worldwide research and development at Pfizer Inc., or Pfizer,~~ a ~~pharmaceutical~~Vote ~~company, from September 2014 to September 2016 and as executive director, head~~ of ~~business~~Security ~~strategy and operations at Pfizer from November 2012 to September 2014, where he led financial and headcount planning across discovery and development operations~~Holders. ~~Mr. Smith received a B.S. in biochemistry from Worcester Polytechnic Institute and an M.B.A. from Harvard Business School.~~

~~Pursuant~~The toCompany ~~the~~held ~~employment~~its ~~agreement~~Annual ~~between~~Meeting ~~Mr. Smith~~on ~~and the Company (the “Smith Employment Agreement”)~~June 16, Mr2021. ~~Smith~~ ~~will~~The ~~be entitled to receive the~~ following ~~compensation:~~is ~~(i)~~ a ~~base~~summary ~~salary~~ of ~~$405,000, (ii) an annual cash discretionary bonus of up to 45% of his base salary and (iii) an initial option grant to purchase 201,800 shares of~~ the ~~Company’s~~matters ~~common~~voted ~~stock vesting over four years, with 25% of the shares vesting~~ on ~~the~~at ~~first anniversary of his employment start date and~~ the ~~remainder~~Annual ~~vesting~~Meeting: ~~in equal monthly installments, subject in each case to his continued service.~~

~~Under the Smith Employment Agreement, Mr. Smith is entitled, subject to his execution and non-revocation of~~ (a) ~~release~~For ofProposal ~~claims in the Company’s favor~~1, in the ~~event~~stockholders of the ~~termination of his employment by the~~ Company ~~without~~elected ~~cause~~Owen orHughes byand ~~him~~Ronald ~~for~~C. ~~good reason~~Renaud, ~~each~~Jr. as ~~defined~~Class inIII ~~the Smith Employment Agreement~~directors, each to ~~(i) continue~~serve ~~receiving his then-current annual base salary~~ for a ~~period~~three-year ofterm ~~nine~~expiring ~~months~~at ~~following~~ the ~~date~~Company’s ~~his~~annual ~~employment~~meeting isof ~~terminated~~stockholders ~~and (ii) continue receiving an amount equal~~ to ~~COBRA~~be ~~premiums~~held ~~for~~in ~~health~~2024 ~~benefit~~and ~~coverage~~until onhis ~~the~~respective ~~same~~successor ~~terms~~has asbeen ~~were~~duly ~~applicable~~elected toand ~~him~~qualified. ~~prior~~The toresults ~~his termination for a period~~ of ~~nine~~Proposal ~~months~~1 ~~following~~were ~~the~~as ~~date that his employment is terminated, or earlier, if he becomes eligible to enroll in a health benefit plan with a new employer.~~ follows:

In the event that Mr. Smith’s employment is terminated by the Company without cause or by Mr. Smith for good reason, each as defined in the Smith Employment Agreement, within 12 months following a change of control, Mr. Smith will be entitled under the Smith Employment Agreement to (i) continue receiving his then-current annual base salary for a period of 12 months following the date his employment is terminated, (ii) receive payment of his target annual bonus for the year in which termination of employment occurred, (iii) continue receiving an amount equal to COBRA premiums for health benefit coverage on the same terms as were applicable to him prior to his termination for a period of 12 months following the date his employment is terminated, or earlier, if he becomes eligible to enroll in a health benefit plan with a new employer and (iv) the automatic vesting of 100% of any unvested stock options and other equity awards then held by him on the date his employment is terminated.


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

~~There~~(b) isFor noProposal ~~arrangement~~2, orthe ~~understanding~~stockholders ~~between~~of ~~Mr. Smith~~the ~~and~~Company ~~any~~approved ~~other~~a ~~person~~non-binding ~~pursuant~~advisory tovote ~~which~~of ~~Mr. Smith~~the ~~was~~compensation ~~selected~~paid asto ~~an officer. Mr. Smith has no family relationships with any of~~ the Company’s ~~directors~~named or executive officers. ~~There~~The ~~are~~results noof ~~transactions~~Proposal ~~and~~2 nowere ~~proposed~~as ~~transactions between Mr. Smith and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~ 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: April 20, 2021

/s/ Paul Burgess

Date: June 16, 2021

/s/ Paul Burgess

Paul Burgess

Chief Operating Officer, Chief Legal Officer and Secretary

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