Bristol Myers Squibb Co 8-K, filed May 6, 2021
Bristol Myers Squibb Co (BMY)
8-K
2021-05-06
For: 2021-05-04
View Original
Added on
April 02, 2026
About this 8-K
Bristol Myers Squibb Co filed this 8-K on May 6, 2021, reporting on events of May 4, 2021.
Items reported
- Item 5.07: Shareholder vote results
- 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 4, 2021
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
(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):
|
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 each exchange on which registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 5.07 |
Submission of Matters to a Vote of Security Ho.
|
| (a) |
The Annual Meeting of the Company was held on May 4, 2021.
|
| (b) |
Shareholders voted on the matters set forth below.
|
Item 1. The shareholders elected each
of the Company’s 10 nominees to serve as directors of the Company until the 2022 Annual Meeting based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
|
Peter J. Arduini
|
1,542,020,258
|
54,034,370
|
3,419,994
|
309,585,571
|
|
Michael W. Bonney
|
1,401,019,723
|
194,582,235
|
3,872,664
|
309,585,571
|
|
Giovanni Caforio, M.D.
|
1,470,516,446
|
117,011,485
|
11,946,691
|
309,585,571
|
|
Julia A. Haller, M.D.
|
1,585,875,503
|
10,796,044
|
2,803,075
|
309,585,571
|
|
Paula A. Price
|
1,569,042,608
|
27,453,256
|
2,978,758
|
309,585,571
|
|
Derica W. Rice
|
1,583,590,235
|
12,559,374
|
3,325,013
|
309,585,571
|
|
Theodore R. Samuels
|
1,524,360,831
|
71,475,177
|
3,638,614
|
309,585,571
|
|
Gerald L. Storch
|
1,525,331,264
|
70,947,054
|
3,196,304
|
309,585,571
|
|
Karen H. Vousden, Ph.D.
|
1,545,207,353
|
51,384,048
|
2,883,221
|
309,585,571
|
|
Phyllis R. Yale
|
1,571,829,654
|
24,014,290
|
3,630,678
|
309,585,571
|
Item 2. The management proposal on the
advisory vote to approve the compensation of our named executive officers was approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
1,450,442,588
|
141,779,758
|
7,252,276
|
309,585,571
|
Item 3. The management proposal to
approve the company’s 2021 Stock Award and Incentive Plan was approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
1,520,303,688
|
73,393,913
|
5,777,021
|
309,585,571
|
Item 4. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2021 was ratified based upon the following votes:
|
For
|
Against
|
Abstain
|
|
1,832,022,815
|
72,628,638
|
4,408,740
|
Item 5. The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to lower the ownership threshold for
special shareholder meetings to 15% was approved by a majority of the outstanding shares (the required voting standard for this proposal) based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
1,567,618,892
|
27,203,694
|
4,652,036
|
309,585,571
|
Item 6. The shareholder proposal on the adoption of a Board policy that the Chairperson of the Board be an independent director was not approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
709,584,311
|
883,195,718
|
6,694,593
|
309,585,571
|
Item 7. The shareholder proposal on shareholder right to act by written consent was not approved based
upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
552,592,620
|
1,036,250,771
|
10,631,231
|
309,585,571
|
Item 8. The shareholder proposal to lower the ownership threshold for special shareholder meetings to 10% was not approved based upon the following votes:
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
518,820,517
|
1,072,804,163
|
7,849,942
|
309,585,571
|
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits
|
The following exhibit is included as part of this Current Report on Form 8-K:
|
Exhibit
No.
|
Description
|
|
|
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
|
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.
|
BRISTOL-MYERS SQUIBB COMPANY
|
|||
|
Dated: May 6, 2021
|
By:
|
/s/Katherine R. Kelly
|
|
|
Name:
|
Katherine R. Kelly
|
||
|
Title:
|
Corporate Secretary
|
||