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): July 29, 2020
 

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) 546-4000
 

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

(d)         On July 29, 2020, the Board of Directors of Bristol-Myers Squibb Company (the “Company”) elected Ms. Paula A. Price and Mr. Derica W. Rice, to serve as members of the Board of Directors, effective September 1, 2020.  The size of the Board of Directors was increased to fourteen, effective September 1, 2020, in connection with the election of these new Directors.

Ms. Paula A. Price is 58 years old and has more than 30 years of financial and operational experience. Most recently, she served as Executive Vice President (EVP) and Chief Financial Officer (CFO) of Macy's, Inc. until May 2020. She currently remains an advisor to the renowned retailer.  Prior to that, she was a full-time Senior Lecturer for Harvard Business School in the Accounting and Management Unit from 2014 - 2018.  Before that, Ms. Price also served as EVP and CFO for Ahold USA, Controller and Chief Accounting Officer (CAO) of CVS Caremark Corporation, and in senior leadership positions at JPMorgan Chase, Prudential Financial, Diageo, and Kraft Foods.  A Certified Public Accountant (CPA), she began her career at Arthur Andersen & Co.  Ms. Price currently serves on the Boards of Directors of Accenture plc and Western Digital Corp. She previously served on the Board of Directors of Dollar General Corporation.  Ms. Price earned her M.B.A. degree from the University of Chicago and her B.S. degree in accountancy from DePaul University.

Mr. Derica W. Rice is 55 years old and from March 2018 to February 2020, he served as EVP of CVS Health and President of its pharmacy benefits management (PBM) business, CVS Caremark, where he led the PBM business. Prior to that, he served as the EVP of global services and CFO for Eli Lilly and Company from 2006 to 2017. During his 27-year tenure at Eli Lilly, Mr. Rice was instrumental in helping to drive the company’s innovation strategy and held numerous roles in finance and operations. He is currently a member of The Walt Disney Company’s Board of Directors and previously served on the Board of Directors of Target Corporation.  Mr. Rice holds an M.B.A. degree from Indiana University and a B.S. degree in electrical engineering from Kettering University.

The Board of Directors has determined that Ms. Price and Mr. Rice are independent under the New York Stock Exchange Listing Standards and the independence standards adopted by the Board of Directors.

There are no arrangements or understandings between each of Ms. Price or Mr. Rice and any other persons pursuant to which they were selected as a director.  There are no related party transactions between the Company and each of Ms. Price or Mr. Rice.

Ms. Price and Mr. Rice will each receive compensation for their 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.

A copy of the press release announcing the election of Ms. Price and Mr. Rice is attached to this report as Exhibit 99.1.

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
No.
 
Description
   
99.1
 
Press release of Bristol-Myers Squibb Company dated July 30, 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 July 30, 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: July 30, 2020
By:
/s/Katherine R. Kelly
 
 
Name: 
Katherine R. Kelly
 
 
Title:
Corporate Secretary
 


Exhibit 99.1


Bristol Myers Squibb Board Elects Two New Independent Directors

NEW YORK, NY– July 30, 2020 – Bristol Myers Squibb (NYSE: BMY) today announced that its Board of Directors has elected two new independent directors, Ms. Paula A. Price and Mr. Derica W. Rice, who will join the Board, effective September 1, 2020.

“I am excited to welcome Paula and Derica to our Board during a transformative time for the company and our industry,” said Giovanni Caforio, M.D., board chair and chief executive officer of Bristol Myers Squibb. “Paula’s strategic leadership, and breadth of expertise combined with Derica’s expansive industry knowledge bring important added experience and value to an already strong Board. These two leaders will enhance the composition of our Board and support continued successful oversight of our strategy as we deliver on our vision to transform patients’ lives through science.”

Ms. Price, 58, has more than 30 years of financial and operational experience. Most recently, she served as executive vice president (EVP) and chief financial officer (CFO) of Macy's, Inc. and currently remains an advisor to the renowned retailer.  Prior to that, she was a full-time senior lecturer for Harvard Business School in the Accounting and Management Unit.  Before that, Ms. Price also served as EVP and CFO for Ahold USA, controller and chief accounting officer of CVS Caremark Corporation, and in senior leadership positions at JPMorgan Chase, Prudential Financial, Diageo, and Kraft Foods.  A certified public accountant, she began her career at Arthur Andersen & Co.  Ms. Price currently serves on the Boards of Directors of Accenture plc and Western Digital Corp. She was previously on the Board of Dollar General Corporation.  Ms. Price earned her master's degree in business administration from the University of Chicago and her Bachelor of Science degree in accountancy from DePaul University.

Ms. Price commented, “I am delighted to join the Board of Bristol Myers Squibb at this important moment in its history.  I am drawn to the company because of its transformative science and the potential of its portfolio to continue delivering breakthrough medicines. I welcome the opportunity to help the company deliver on its promise to patients through its leading science and commercial capabilities.”

Mr. Rice, 55, has served as the EVP of global services and CFO for Eli Lilly and Company. During his 27-year tenure at Eli Lilly, Mr. Rice was instrumental in helping to drive the company’s innovation strategy and held numerous roles in finance and operations. He is currently a member of The Walt Disney Company’s Board of Directors and previously served on the Board of Directors of Target Corporation.

Mr. Rice has also served as EVP of CVS Health and president of its pharmacy benefits management (PBM) business, CVS Caremark where he led the PBM business.  Mr. Rice holds a master’s degree in business administration from Indiana University and a bachelor’s degree in electrical engineering from Kettering University.

Mr. Rice commented, “I admire Bristol Myers Squibb as a leader and innovator, and am very pleased to join the Board. I look forward to working alongside the rest of the Board to build on the company’s legacy and substantial progress to help more patients.”

Vicki L. Sato, the Board’s lead independent director said, “Derica and Paula are two outstanding, highly qualified additions to the Bristol Myers Squibb Board. Both leaders bring strong business experience and deep financial expertise to our Board. I look forward to working with them and having their perspective as we further strengthen and diversify our Board, and help the company advance its mission.”

With the appointments of Mr. Rice and Ms. Price, effective September 1, 2020, the size of the Board will increase to 14. 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. 

For more information, contact:

Media:
media@bms.com
609-252-3345

Investors:
Tim Power, 609-252-7509, timothy.power@bms.com
Nina Goworek, 908-673-9711, nina.goworek@bms.com