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):  March 1, 2018

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)

345 Park Avenue
New York, NY 10154
(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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.          ☐


I tem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)            On March 1, 2018, the Board of Directors of Bristol-Myers Squibb Company (the “Company”) elected Jose Baselga, M.D., Ph.D., 58, to serve as a member of the Board of Directors, effective March 1, 2018.  The size of the Board of Directors was increased to twelve, effective March 1, 2018, in connection with Dr. Baselga’s election.

Dr. Baselga has served as Physician-in-Chief of Memorial Sloan-Kettering Cancer Center (“MSKCC”) and Professor of Medicine at Weill Cornell Medical College since January 2013. The Board of Directors has determined that Dr. Baselga is independent under the New York Stock Exchange Listing Standards and the independence standards adopted by the Board of Directors. Dr. Baselga will serve as a member of the Science and Technology Committee, effective March 1, 2018.

Dr. Baselga was not selected as a director pursuant to any arrangement or understanding between him and any other person. In connection with Dr. Baselga’s appointment, the Company reports the following related party transaction under item 404(a) of Regulation S-K.  In the ordinary course of business, the Company has made both business and charitable payments to MSKCC, including for research studies and grants led by principal investigators affiliated with the hospital. For the year ended December 31, 2017, those amounts accounted for less than 0.3% of MSKCC’s revenues for the 2017 fiscal year. Other than the foregoing, there are no related party transactions between the Company and Dr. Baselga.

Dr. Baselga will receive compensation for his services on the Board of Directors in accordance with the Company’s standard compensatory arrangement for non-employee directors, including an annual retainer of $100,000 and an annual award of deferred share units valued at $185,000 on the date of grant. In addition, he will receive an annual retainer of $15,000 for his service as a member of the Science and Technology Committee effective March 1, 2018.
 
Item 9.01 Financial Statements and Exhibits

(d)          Exhibits.
 
A copy of the press release announcing Dr. Baselga’s election is attached to this report as Exhibit 99.1.


EXHIBIT INDEX


Exhibit No.
 
Description
   
 
Press release dated March 1, 2018.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
BRISTOL-MYERS SQUIBB COMPANY
       
Dated: March 1, 2018
By:
/s/ Sandra Leung
       
   
Name:
Sandra Leung
   
Title:
General Counsel

Exhibit 99.1
 
Bristol‑Myers Squibb Names José Baselga, M.D., Ph.D. to Board of Directors

(NEW YORK, March 1, 2018) - Bristol-Myers Squibb Company (NYSE:BMY) today announced that its Board of Directors has elected José Baselga , M.D., Ph.D., to the Board, effective March 1, 2018. Dr. Baselga will serve as a member of Science & Technology Committee of the Board of Directors.

Dr. Baselga, 58, is currently the Physician-in-Chief at Memorial Sloan Kettering Cancer Center, one of the world’s premier cancer institutions, where he is responsible for the management of patient care and plays an active role in efforts to enhance and expand programs in clinical and translational research. He is also a Professor of Medicine at Weill Cornell Medical College. He brings to the Board more than 30 years of clinical and research experience that includes pioneering development of treatments for women with HER2-positive breast cancer and being actively involved in the American Association for Cancer Research, where he has previously served as President. He served as Chief, Hematology & Oncology Division; Associate Director, Massachusetts General Hospital Cancer Center from 2010 to 2012 and led the Vall d’Hebron Hospital in Barcelona, a comprehensive cancer center with one of the largest phase I programs for new cancer therapies in Europe, from 1996 to 2010. He has served as a Professor of Medicine at both Harvard Medical School and Universitat Auton ò ma de Barcelona. Dr. Baselga has been in leadership roles for a number of cancer research organizations including Breast International Group and Ludwig Institute for Cancer Research. He is also an elected member of the National Academy of Medicine.

"José is an internationally-recognized physician scientist in oncology with deep experience in teaching at leading academic institutions, pioneering research for targeted cancer therapies and treating patients, which he still continues today,” said Giovanni Caforio , M.D., chairman and chief executive officer, Bristol-Myers Squibb. “His close engagement with emerging science across biotech and shared focus on patients brings valuable contributions to helping us advance our strategy and pipeline of transformational medicines.”

“With over 30 years of experience at the bench and in the clinic, José brings a voice of innovation and practical, patient-centric solutions to the Board,” said Vicki L. Sato , Ph.D., lead independent director, Bristol-Myers Squibb. “His knowledge across cancer biology and drug development will bring tremendous value to Bristol-Myers Squibb, and we look forward to working together to advance new therapies for patients.”


“Bristol-Myers Squibb is a leader in harnessing the immune system to fight cancer, and their diverse pipeline of targeted therapies brings important hope for patients,” said Dr. Baselga. “I am excited and honored to be appointed to the Board and I look forward to working with Giovanni, his leadership team and the rest of the Board.”

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 , and YouTube .

Contacts

Media:
Ken Dominski, 609-252-5251, ken.dominski@bms.com
Laura Hortas, 609-252-4587, laura.hortas@bms.com

Investors:
Tim Power; 609-252-7509, timothy.power@bms.com
Bill Szablewski, 609-252-5894, william.szablewski@bms.com