Bristol Myers Squibb Co 8-K, filed May 20, 2021
Bristol Myers Squibb Co (BMY)
8-K
2021-05-20
For: 2021-05-14
View Original
Added on
April 02, 2026
About this 8-K
Bristol Myers Squibb Co filed this 8-K on May 20, 2021, reporting on events of May 14, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): May 14, 2021
(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212 )
546-4000
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):
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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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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:
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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 (§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.
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(d) On May 14, 2021, the Board of
Directors of Bristol-Myers Squibb Company (the “Company”) elected Mr. Manuel Hidalgo Medina, M.D., to serve as a member of the Board of Directors, effective June 1, 2021. The size of the Board of Directors was increased to eleven, effective
June 1, 2021, in connection with the election of Dr. Hidalgo.
Mr. Manuel Hidalgo Medina, M.D. is 53 years old and has more than 20 years of experience
in translational and clinical research in anticancer drug development with a particular emphasis in gastrointestinal cancers. He has also led the early clinical development of new anticancer agents for pancreatic cancer among other solid tumor
cancers.
Since 2019, he has served as Chief of the Division of Hematology and Medical Oncology at Weill Cornell Medicine and New York
Presbyterian/Weill Cornell Medical Center, where he is responsible for leading clinical and translational research in hematology, vascular biology and oncology. Dr. Hidalgo has also served as the E. Hugh Luckey distinguished Professor of Medicine
and Associate Director for Clinical Services at the Sandra and Edward Meyer Cancer Center at Weill Cornell Medicine since 2019.
Prior to his current position, Dr. Hidalgo served as Chief of the Division of Hematology at Beth Israel Deaconess Medical Center
in Boston and as Clinical Director of the Rosenberg Clinical Cancer Center from 2015-2019. During this time, he also held the position of the Theodore W. and Evelyn G. Berenson Professor of Medicine at Harvard Medical School. Dr. Hidalgo also
served in leadership positions at the Spanish National Cancer Research Centre (CNIO) in Madrid and at the Kimmel Comprehensive Cancer Center, where he served as the Director of Gastrointestinal Oncology program. He received his Medical Degree from
the University of Navarra in Pamplona, Spain, and a Doctorate in infectious diseases and cancer from the University Autónoma of Madrid, Spain. He completed his Residency training in Medical Oncology at the Hospital 12 de Octubre in Madrid and his
Fellowship in Medical Oncology at the University of Texas Health Science Center in San Antonio, Texas, where he also served as an Assistant Professor of Medicine. Dr. Hidalgo currently serves as a paid Scientific Advisory Board member for Agenus,
from which he plans to step down in connection with his election to Bristol Myers Squibb’s Board.
The Board of Directors has determined that Dr. Hidalgo is independent under the New York Stock Exchange Listing Standards and the independence
standards adopted by the Board of Directors. Dr. Hidalgo will serve as a member of the Science and Technology Committee, effective June 1, 2021.
There are no arrangements or understandings between Dr. Hidalgo and any other persons pursuant to which he was selected as a director. There are no
related party transactions between the Company and Dr. Hidalgo.
Dr. Hidalgo will receive compensation for his service on the Board of Directors in accordance with the Company’s standard compensatory arrangement for
non-employee directors, including an annual retainer of $100,000 and an annual award of deferred share units valued at $190,000 on the date of grant.
A copy of the press release announcing the election of Dr. Hidalgo is attached to this report as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
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The following exhibits are included as part of this Current Report on Form 8-K:
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Exhibit
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Description
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99.1
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Press release of Bristol-Myers Squibb Company dated May 20, 2021.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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EXHIBIT INDEX
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Exhibit
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Description
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Press release of Bristol-Myers Squibb Company dated May 20, 2021.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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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.
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: May 20, 2021
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By:
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/s/Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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Exhibit 99.1
Bristol Myers Squibb Elects Manuel Hidalgo Medina, M.D., Ph.D.
to Board of Directors
NEW YORK, NY– May 20, 2021 – Bristol Myers Squibb (NYSE: BMY) today
announced that its Board of Directors has elected Manuel Hidalgo Medina, M.D., Ph.D., to the Board, effective June 1, 2021. Dr. Hidalgo will serve as a member of the Science & Technology
Committee of the Board of Directors.
“We are delighted to welcome Manny to our Board of Directors,” said Giovanni Caforio, M.D., board chair and chief executive
officer, Bristol Myers Squibb. “As an internationally-renowned physician, scientist and academic, Manny’s deep expertise in oncology and track record in leading research will help us deliver on our mission of developing new, transformational
medicines that benefit patients with serious diseases, further progress our pipeline and advance our long-term strategy.”
Dr. Hidalgo, 53, is currently chief of the division of hematology and medical oncology at Weill Cornell Medicine and New York-Presbyterian/Weill
Cornell Medical Center where he is responsible for leading clinical and translational research in hematology, vascular biology and oncology. Dr. Hidalgo is also the E. Hugh Luckey distinguished professor of medicine and associate director for
clinical services at the Sandra and Edward Meyer Cancer Center at Weill Cornell Medicine.
He brings to the Board more than 20 years of experience in translational and clinical research in anticancer drug development with a particular
emphasis in gastrointestinal cancers. He has also led the early clinical development of new anticancer agents for pancreatic cancer among other solid tumor cancers.
Prior to his current position, Dr. Hidalgo served as chief of the division of hematology at Beth Israel Deaconess Medical Center
in Boston and as clinical director of the Rosenberg Clinical Cancer Center from 2015-2019. He also held the position of the Theodore W. and Evelyn G. Berenson Professor of Medicine at Harvard Medical School. Dr. Hidalgo also served in leadership
positions at the Spanish National Cancer Research Centre (CNIO) in Madrid and at the Kimmel Comprehensive Cancer Center where he served as the director of gastrointestinal oncology program. He received his medical degree from the University of
Navarra in Pamplona, Spain, and a doctorate in infectious diseases and cancer from the University Autónoma of Madrid, Spain. He completed his residency training in medical oncology at the Hospital 12 de Octubre in Madrid and his fellowship in
medical oncology at the University of Texas Health Science Center in San Antonio, where he also served as an assistant professor of medicine. Dr. Hidalgo is a paid Scientific Advisory Board member for Agenus (NASDAQ: AGEN), from which he plans to
step down in connection with his election to Bristol Myers Squibb’s Board.
Theodore R. Samuels, the Board’s lead independent director said, “We are pleased to welcome Manny to Bristol Myers Squibb’s Board. Manny’s career, spanning the fields of academia, medicine and cancer research, gives him great perspective on the emerging
dynamics of oncology research and development. With his election, we have further strengthened our Board with additional clinical expertise, scientific insights and understanding of our patients’ needs.”
Dr. Hidalgo commented, “With its continued focus on science, Bristol Myers Squibb continues to innovate and develop a robust and diverse pipeline of
therapies that have the potential to benefit patients around the world. I am honored to join the Board and look forward to working with Giovanni, my fellow directors and the leadership team to help advance the company’s strategy.”
With the appointment of Dr. Hidalgo, effective June 1, 2021, the size of the Board will increase to 11. He will receive compensation in accordance with
the company’s director compensation program. For more information about the Bristol Myers Squibb Board of Directors, click here.
About Bristol Myers Squibb
Bristol Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious
diseases. For more information about Bristol Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram.
For more information, contact:
Media:
media@bms.com
609-252-3345
Investors:
Tim Power, 609-252-7509, timothy.power@bms.com
Nina Goworek, 908-673-9711, nina.goworek@bms.com