Bristol Myers Squibb Co DEFA14A, filed Apr 10, 2023
Bristol Myers Squibb Co (BMY)
DEFA14A
2023-04-10
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Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Bristol-Myers Squibb Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Proxy Season Update April 2021
We Value Your Support at Our 2021 Annual Meeting 11 FOR Election of Directors FOR Advisory Vote
to Approve the Compensation of our Named Executive Officers FOR Approval of the Company’s 2021 Stock Award and Incentive Plan FOR Approval of the Appointment of an Independent Registered Public Accounting Firm FOR Approval of an
Amendment to Company’s Amended and Restated Certificate of Incorporation to Lower the Ownership Threshold for Special Shareholder Meetings to 15% AGAINST Adoption of a Board Policy that the Chairperson of the Board be an Independent
Director AGAINST Shareholder Right to Act by Written Consent AGAINST Lowering the Ownership Threshold for Special Shareholder Meetings to 10% 2021 Bristol Myers Squibb Board Recommendations Management Proposals Shareholder Proposals
We Value Your Support at Our 2021 Annual Meeting (continued) 12 Management Proposal on the Approval
ofCompany’s 2021 Stock Award and Incentive Plan The 2021 Plan is an “omnibus” plan, authorizing a variety of equity award types as well as cash incentive awards. The 2021 Plan is similar in scope to our existing 2012 Stock Award and
Incentive Plan. We intend that the 2021 Plan will replace the 2012 Plan, under which the authorization to grant awards is set to expire in 2022. Our Board and Compensation and Management Development Committee seek shareholder approval of
the 2021 Plan so that awards under the Plan can help us:Attract, retain and motivate officers, employees, directors, and other service providers to Bristol Myers Squibb and its subsidiaries and affiliates,Provide competitive compensation
opportunities, Reward achievement of our business goals, and Promote creation of long-term value for shareholders by closely aligning the interests of Plan participants with the interests of shareholders.The Board and the Committee believe
that awards linked to common stock and awards with terms tied to our performance provide incentives for the achievement of important performance objectives and promote the long-term success of Bristol-Myers Squibb. Therefore, the 2021 Plan
is expected to be an integral part of our overall compensation program. Accordingly, our Board recommends a vote FOR these management proposals Management Proposal on Approval of an Amendment to Company’s Amended and Restated Certificate
of Incorporation to Lower the Ownership Threshold for Special Shareholder Meetings to 15% We are committed to high standards of corporate governance, including taking steps to achieve greater transparency and accountability to our
shareholders. As such, at this Annual Meeting, the Board is asking shareholders to approve an amendment to the Company’s Certificate of Incorporation to reduce the percentage of outstanding shares required for shareholders to call a special
meeting from 25% to 15%. The Board has determined to take this action following extensive engagement with our shareholders and an evaluation of our strong corporate governance policies and practices, including the many ways shareholders are
able to contact the Board and senior management on important matters outside of the annual meeting cycle. The Board believes that a 15% threshold strikes an appropriate balance between enhancing shareholder access and minimizing the
potential harms associated with allowing a small number of shareholders with special interests to call special shareholder meetings.The Proposed Charter Amendment is binding. If this proposal is approved by the holders of a majority of the
outstanding shares of the company, a Certificate of Amendment to our Certificate of Incorporation to implement the Proposed Charter Amendment will be filed with the Secretary of State of the State of Delaware.