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): April 14, 2020

BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-01136
(Commission File Number)
22-0790350
(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) 546-4000

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)

☐
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
Bristol-Myers Squibb Contingent Value Rights
BMY RT
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 8.01
Other Events.

On April 14, 2020, Bristol-Myers Squibb Company (the “Company”) announced that, due to the public health concerns related to the coronavirus or COVID-19 pandemic, it is changing the location of its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Tuesday, May 5, 2020 at 10:00 a.m. Eastern Time to a virtual-only meeting. Stockholders will not be able to attend the Annual Meeting in-person. A copy of the press release announcing the location change is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Further information regarding this change to the location of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on April 14, 2020.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is included as part of this Current Report on Form 8-K:

Exhibit
No.
 
Description
     
99.1
 
Press release of Bristol-Myers Squibb Company dated April 14, 2020.
     
104
 
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).




EXHIBIT INDEX

Exhibit
No.
 
Description
     
 
Press release of Bristol-Myers Squibb Company dated April 14, 2020.
     
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: April 14, 2020
By:
/s/Katherine R. Kelly
 
Name:
Katherine R. Kelly
 
Title:
Corporate Secretary


Exhibit 99.1


Bristol Myers Squibb Announces Virtual 2020 Annual Meeting of Shareholders

NEW YORK – April 14, 2020 – Bristol Myers Squibb (NYSE: BMY) today announced that the Company will hold its 2020 Annual Meeting of Shareholders in a virtual-only format due to public health concerns relating to the coronavirus (COVID-19) and to protect the health and well-being of its shareholders, directors, employees and the public. As previously announced, the 2020 Annual Meeting will be held on May 5, 2020, at 10:00 a.m. Eastern Time.

Shareholders will not be able to attend the 2020 Annual Meeting in-person at a physical location.  However, the virtual 2020 Annual Meeting will provide shareholders of record as of the close of business on March 16, 2020, the ability to participate, vote their shares and ask questions during the meeting via audio webcast.

To be admitted to the virtual 2020 Annual Meeting, shareholders should visit www.virtualshareholdermeeting.com/BMY2020 and enter the 16-digit control number included on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials.

Guests may join the virtual 2020 Annual Meeting in a listen-only mode. No control number is required.

Below are additional details on how shareholders can participate in the virtual 2020 Annual Meeting:


•
Access the meeting platform beginning at 9:50 a.m. ET on May 5, 2020.

•
Vote during the 2020 Annual Meeting by following the instructions available on the meeting website during the meeting.

•
To submit a question before the meeting, visit www.proxyvote.com with your 16-digit control number and select the “Submit a Question for Management” option.

•
To submit a question during the meeting, visit www.virtualshareholdermeeting.com/BMY2020, enter your 16-digit control number and type your question into the “Ask a Question” field and click “Submit.”

•
The company will provide direct and specific information to shareholder proponents on how they can present their shareholder proposals during the meeting.

•
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. Technical support will be available beginning at 9:30 a.m. ET on May 5, 2020 and will remain available until the meeting has ended.

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.

Bristol Myers Squibb Contacts
Media:
609-252-3345
media@bms.com

Investors:
Tim Power
609-252-7509
timothy.power@bms.com

Nina Goworek
908-673-9711
nina.goworek@bms.com