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 7, 2024
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) |
Route 206 & Province Line Road
Princeton, New Jersey 08543
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (609) 252-4621
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
(a) On May 7, 2024, the shareholders of Bristol-Myers Squibb Company (the “Company”) approved an amendment to Article Thirteenth of the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) at the Annual Meeting of Shareholders (the “Annual Meeting”). As more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024, the Amendment provides for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care. The Amendment was filed with the Secretary of State of the State of Delaware on May 7, 2024, and is attached to this Current Report on Form 8-K as Exhibit 3a and incorporated herein by reference. In addition, the information set forth in Item 4 of Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
(a) The Company’s Annual Meeting was held on May 7, 2024.
(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 on the Board of Directors (the “Board”) of the Company until the 2025 Annual Meeting based upon the following votes:
| For | Against | Abstain | Broker<br><br> <br>Non-Vote | |
|---|---|---|---|---|
| Peter J. Arduini | 1,383,602,367 | 102,481,962 | 3,638,520 | 266,572,438 |
| Deepak L. Bhatt, M.D., M.P.H. | 1,476,515,465 | 9,708,358 | 3,499,026 | 266,572,438 |
| Christopher S. Boerner, Ph.D. | 1,384,853,031 | 94,529,721 | 10,340,097 | 266,572,438 |
| Julia A. Haller, M.D. | 1,476,206,049 | 10,127,433 | 3,389,367 | 266,572,438 |
| Manuel Hidalgo Medina, M.D., Ph.D. | 1,476,575,465 | 9,619,439 | 3,527,945 | 266,572,438 |
| Paula A. Price | 1,454,211,368 | 32,151,447 | 3,360,034 | 266,572,438 |
| Derica W. Rice | 1,434,633,116 | 51,626,067 | 3,463,666 | 266,572,438 |
| Theodore R. Samuels | 1,424,280,995 | 61,627,002 | 3,814,852 | 266,572,438 |
| Karen H. Vousden, Ph.D. | 1,453,794,945 | 32,477,142 | 3,450,762 | 266,572,438 |
| Phyllis R. Yale | 1,466,891,645 | 19,409,908 | 3,421,296 | 266,572,438 |
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 |
|---|---|---|---|
| 1,398,917,461 | 82,961,647 | 7,843,741 | 266,572,438 |
Item 3.
The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2024 was ratified based upon the following votes:
| For | Against | Abstain |
|---|---|---|
| 1,706,412,572 | 45,388,759 | 4,493,956 |
Item 4.
The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care 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<br><br> <br>Non-Vote |
|---|---|---|---|
| 1,256,661,971 | 227,187,844 | 5,873,034 | 266,572,438 |
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 |
|---|---|---|---|
| 472,322,369 | 1,011,335,836 | 6,064,644 | 266,572,438 |
Item 6.
The shareholder proposal on Executive Retention of Significant Stock was not approved based upon the following votes:
| For | Against | Abstain | Broker<br><br> <br>Non-Vote |
|---|---|---|---|
| 573,933,418 | 908,578,794 | 7,210,637 | 266,572,438 |
| Item 9.01 | Financial Statements and Exhibits | ||
| --- | --- | ||
| (d) | Exhibits | ||
| --- | --- |
The following exhibits are included as part of this Current Report on Form 8-K:
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 3a | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2024. |
| 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 9, 2024 | By: | /s/ Amy Fallone |
| Name: | Amy Fallone | |
| Title: | Corporate Secretary |
Exhibit 3a
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BRISTOL-MYERS SQUIBB COMPANY
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Bristol-Myers Squibb Company, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended by deleting the first sentence of Article THIRTEENTH of the Certificate of Incorporation in its entirety and inserting the following in lieu thereof:
Subject to the provisions of the General Corporation Law of the State of Delaware, no director or officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, subsequent to the adoption of this Article, except for such liability of (i) a director or officer, for a breach of the director’s or officer’s, as applicable, duty of loyalty to the corporation or its stockholders, (ii) a director or officer as a result of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the Delaware General Corporation Law relating to the unlawful payment of dividends or unlawful stock purchase or redemption, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (v) an officer in any action by or in the right of the corporation. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 7^th^ day of May, 2024.
| BRISTOL-MYERS SQUIBB COMPANY | |
|---|---|
| By: | /s/ Sandra Leung |
| Name: Sandra Leung | |
| --- | --- |
| Title: Executive Vice President and General | |
| Counsel |
2