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:




                                                            Broker
Name                        For            Withheld        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.

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