8-K

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): August 19, 2020

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

430 East 29th Street, 14th Floor

New York, NY 10016

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Pursuant to the order dated August 19, 2020 of the Delaware Court of Chancery (the “Court”) in the suit captioned Landers v. Caforio, et al., C.A. No. 2019-0125-AGB, Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) is hereby providing the following notice:

On January 2, 2019, Bristol-Myers Squibb and Celgene Corporation (“Celgene”) entered into an Agreement and Plan of Merger pursuant to which

      Bristol-Myers Squibb agreed to acquire Celgene in a cash-and-stock transaction \(the “Transaction”\).  On February 1, 2019, Bristol-Myers Squibb filed with the U.S. Securities and Exchange Commission \(“SEC”\) a Registration Statement on Form S-4
      \(the “Registration Statement”\), which also served as the joint proxy statement/prospectus to be sent to Bristol-Myers Squibb’s stockholders to solicit stockholder votes to approve, in connection with the Transaction, a proposed issuance of
      Bristol-Myers Squibb common stock \(the “Issuance”\).  Also on February 1, 2019 and February 20, 2019, Bristol-Myers Squibb filed Amendment No. 1 and Amendment No. 2, respectively, to the Registration Statement with the SEC.  On February 18, 2019,
      the members of Bristol-Myers Squibb’s board of directors were named as defendants in a purported stockholder class action filed in the Court by one of our stockholders.  The suit is captioned Landers v. Caforio, et al., C.A. No. 2019-0125-AGB.  The complaint alleged that Bristol-Myers Squibb’s directors breached their fiduciary duties of care, loyalty, good faith and/or disclosure by failing to
      disclose to our stockholders all material information necessary to make an informed decision regarding the Issuance.  Among other remedies, the plaintiff sought to hold our directors liable for allegedly breaching their fiduciary duties.  After
      the complaint was filed, we determined to include additional disclosures concerning the Transaction in a Form 8-K filed with the SEC on April 4, 2019 to moot the Landers
      plaintiff’s claims.  On April 8, 2019, the Court approved a notice under which the plaintiff voluntarily dismissed the action with prejudice as to herself only, but without prejudice as to any other putative class member.  The Court
      retained jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the supplemental disclosures included in the Form 8-K
      filed on April 4, 2019.  We subsequently agreed to pay $150,000 to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the action.  The Court has not been asked to review, and
      will pass no judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.

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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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