8-K
BRISTOL MYERS SQUIBB CO (BMY)
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 3, 2022
BRISTOL MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-1136 | 22-0790350 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
430 East 29th Street, 14th Floor
New York, NY, 10016
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212) 546-4200
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 |
|---|---|---|
| Common Stock, $0.10 Par Value | BMY | New York Stock Exchange |
| 1.000% Notes due 2025 | BMY25 | New York Stock Exchange |
| 1.750% Notes due 2035 | BMY35 | New York Stock Exchange |
| Celgene Contingent Value Rights | CELG RT | New York Stock Exchange |
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 Holders. |
|---|---|
| (a) | The Annual Meeting of the Company was held on May 3, 2022. |
| --- | --- |
| (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 2023 Annual Meeting based upon the following votes:
| For | Against | Abstain | Broker<br><br> <br>Non-Vote | |
|---|---|---|---|---|
| Peter J. Arduini | 1,511,376,590 | 38,188,121 | 2,807,890 | 279,523,156 |
| Giovanni Caforio, M.D. | 1,438,738,311 | 104,835,940 | 8,798,350 | 279,523,156 |
| Julia A. Haller, M.D. | 1,539,003,301 | 10,417,583 | 2,951,717 | 279,523,156 |
| Manuel Hidalgo Medina, M.D., Ph.D. | 1,542,361,836 | 7,265,817 | 2,744,948 | 279,523,156 |
| Paula A. Price | 1,494,413,964 | 55,309,321 | 2,649,316 | 279,523,156 |
| Derica W. Rice | 1,468,034,295 | 81,546,149 | 2,792,157 | 279,523,156 |
| Theodore R. Samuels | 1,468,944,084 | 59,607,951 | 23,820,566 | 279,523,156 |
| Gerald L. Storch | 1,493,429,987 | 56,069,460 | 2,873,154 | 279,523,156 |
| Karen H. Vousden, Ph.D. | 1,510,991,645 | 38,870,433 | 2,510,523 | 279,523,156 |
| Phyllis R. Yale | 1,527,951,521 | 21,828,703 | 2,592,377 | 279,523,156 |
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<br><br> <br>Non-Vote |
|---|---|---|---|
| 1,419,400,241 | 125,669,113 | 7,303,247 | 279,523,156 |
Item 3.
The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2022 was ratified based upon the following votes:
| For | Against | Abstain |
|---|---|---|
| 1,774,670,025 | 53,395,901 | 3,829,831 |
Item 4. 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<br><br> <br>Non-Vote |
|---|---|---|---|
| 532,905,781 | 1,012,865,048 | 6,601,772 | 279,523,156 |
Item 5. 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<br><br> <br>Non-Vote |
|---|---|---|---|
| 692,098,202 | 852,696,749 | 7,577,650 | 279,523,156 |
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 5, 2022 | By: | /s/Kimberly M. Jablonski |
| Name: | Kimberly M. Jablonski | |
| Title: | Corporate Secretary |