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): June 14, 2022
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-01136 | 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)) |
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(d) On June 14, 2022, the Board of Directors (the “Board”) of Bristol-Myers Squibb Company (the “Company”) elected Mr. Deepak L. Bhatt, M.D., M.P.H., to serve as a member of the Board, effective June 14, 2022. The size of the Board was increased to eleven, effective June 14, 2022, in connection with the election of Dr. Bhatt.
Mr. Deepak L. Bhatt, M.D., M.P.H., is 54 years old and has more than 20 years of experience in acute coronary syndromes, preventive cardiology, and advanced techniques in cardiac, cerebral, and peripheral intervention. He has served as the principal or co-principal investigator for cardiovascular clinical trials focused on interventional cardiology, anti-thrombotic therapy, lipid-lowering therapy, heart failure, obesity, and diabetes, among other areas.
Since 2013, Dr. Bhatt has served as the Executive Director of Interventional Cardiovascular programs at Brigham and Women’s Hospital. He is also a Professor of Medicine at Harvard Medical School.
Prior to his current position, Dr. Bhatt served as Chief of Cardiology at VA Boston Healthcare from 2008-2013. From 2001-2008, he held a number of roles of increasing responsibility at the Cleveland Clinic in Cleveland, Ohio. In addition to being an attending physician, he served as an Associate Director of the Cleveland Clinic Cardiovascular Coordinating Center, Director of the Interventional Cardiology Fellowship, as well as the Associate Director of the Cardiovascular Medicine Fellowship. Dr. Bhatt received his undergraduate degree, a Bachelor of Science, from Massachusetts Institute of Technology. He received his Medical Degree from Cornell University and a Master’s in Public Health from the Harvard School of Public Health. He completed his Internship and Residency training in Internal Medicine at the Hospital of the University of Pennsylvania and was a fellow in Interventional Cardiology and Cerebral and Peripheral Vascular Intervention at the Cleveland Clinic.
The Board has determined that Dr. Bhatt is independent under the New York Stock Exchange Listing Standards and the independence standards adopted by the Board. Dr. Bhatt will serve as a member of the Science and Technology Committee, effective June 14, 2022.
There are no arrangements or understandings between Dr. Bhatt and any other persons pursuant to which he was selected as a director. There are no related party transactions between the Company and Dr. Bhatt.
Dr. Bhatt will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, including an annual retainer of $105,000 and an annual award of deferred share units valued at $200,000 on the date of grant.
A copy of the press release announcing the election of Dr. Bhatt is attached to this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press release of Bristol-Myers Squibb Company dated June 15, 2022. |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
EXHIBIT INDEX
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press release of Bristol-Myers Squibb Company dated June 15, 2022. |
| 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: June 15, 2022 | By: | /s/ Kimberly M. Jablonski |
| Name: | Kimberly M. Jablonski | |
| Title: | Corporate Secretary |
Exhibit 99.1
Bristol Myers Squibb Elects Deepak L. Bhatt, M.D., M.P.H.
to Board of Directors
NEW YORK, NY– June 15, 2022 – Bristol Myers Squibb (NYSE: BMY) today announced that its Board of Directors has elected Deepak L. Bhatt, M.D., MPH., to the Board, effective June 14, 2022. Dr. Bhatt will serve as a member of the Science & Technology Committee of the Board of Directors.
“We are pleased to welcome Dr. Deepak L. Bhatt to our Board of Directors,” said Giovanni Caforio, M.D., board chair and chief executive officer, Bristol Myers Squibb. “Through his role as a physician and leading researcher in cardiovascular medicine, Deepak’s insight and expertise will be beneficial as we continue to progress our long-term strategy, transform our pipeline and bring best-in-class medicines that benefit patients with serious unmet diseases.”
Dr. Bhatt is currently the executive director of interventional cardiovascular programs at Brigham and Women’s Hospital.
He brings to the Board more than 20 years of research experience in acute coronary syndromes, preventive cardiology, and advanced techniques in cardiac, cerebral, and peripheral intervention. He has served as the principal or co-principal investigator for cardiovascular clinical trials focused on interventional cardiology, anti-thrombotic therapy, lipid-lowering therapy, heart failure, obesity, and diabetes, among other areas.
Prior to his current position, Dr. Bhatt served as chief of cardiology at VA Boston Healthcare from 2008-2013. During 2001-2008, Dr. Bhatt held a number of roles of increasing responsibility at the Cleveland Clinic in Cleveland, Ohio. In addition to being an attending physician, he served as an associate director of the Cleveland Clinic Cardiovascular Coordinating Center, director of the interventional cardiology fellowship, as well as the associate director of the cardiovascular medicine fellowship.
He received his medical degree from Cornell University and a masters in public health from the Harvard School of Public Health. He completed his internship and residency training in internal medicine at the Hospital of the University of Pennsylvania, and was a fellow in interventional cardiology and cerebral and peripheral vascular intervention at the Cleveland Clinic. Dr. Bhatt received his undergraduate degree, a bachelor of science, from the Massachusetts Institute of Technology.
Theodore R. Samuels, the Board’s lead independent director said, “Deepak is an accomplished physician who has led major advances in the treatment of cardiovascular disease and his significant scientific insights will be an asset to our company. The additional clinical expertise will prove valuable as we progress our pipeline and help ensure that our patients and shareholders continue to benefit from diverse experiences and perspectives on our board.”
Dr. Bhatt commented, “As a recognized leader in the development of transformational medicines, including for cardiovascular disease, Bristol Myers Squibb continues to innovate and develop first-in-class medicines that have the potential to benefit patients with serious unmet needs. It is an honor to join the Board, and I look forward to working alongside with my fellow directors to help build upon the company’s legacy of innovation to the benefit of more patients around the world.”
With the appointment of Dr. Bhatt, effective June 14, 2022, 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.
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