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 4, 2021

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)

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
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 5.07
Submission of Matters to a Vote of Security Ho.

(a)
The Annual Meeting of the Company was held on May 4, 2021.

(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 of the Company until the 2022 Annual Meeting based upon the following votes:

 
For
Against
Abstain
Broker
Non-Vote
Peter J. Arduini
1,542,020,258
54,034,370
3,419,994
309,585,571
Michael W. Bonney
1,401,019,723
194,582,235
3,872,664
309,585,571
Giovanni Caforio, M.D.
1,470,516,446
117,011,485
11,946,691
309,585,571
Julia A. Haller, M.D.
1,585,875,503
10,796,044
2,803,075
309,585,571
Paula A. Price
1,569,042,608
27,453,256
2,978,758
309,585,571
Derica W. Rice
1,583,590,235
12,559,374
3,325,013
309,585,571
Theodore R. Samuels
1,524,360,831
71,475,177
3,638,614
309,585,571
Gerald L. Storch
1,525,331,264
70,947,054
3,196,304
309,585,571
Karen H. Vousden, Ph.D.
1,545,207,353
51,384,048
2,883,221
309,585,571
Phyllis R. Yale
1,571,829,654
24,014,290
3,630,678
309,585,571

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
Non-Vote
1,450,442,588
141,779,758
7,252,276
309,585,571

Item 3. The management proposal to approve the company’s 2021 Stock Award and Incentive Plan was approved based upon the following votes:

For
Against
Abstain
Broker
Non-Vote
1,520,303,688
73,393,913
5,777,021
309,585,571

Item 4. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2021 was ratified based upon the following votes:

For
Against
Abstain
1,832,022,815
72,628,638
4,408,740

Item 5.  The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to lower the ownership threshold for special shareholder meetings to 15% 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
Non-Vote
1,567,618,892
27,203,694
4,652,036
309,585,571

Item 6.  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
Non-Vote
709,584,311
883,195,718
6,694,593
309,585,571

Item 7.  The shareholder proposal on shareholder right to act by written consent was not approved based upon the following votes:

For
Against
Abstain
Broker
Non-Vote
552,592,620
1,036,250,771
10,631,231
309,585,571

Item 8.  The shareholder proposal to lower the ownership threshold for special shareholder meetings to 10% was not approved based upon the following votes:

For
Against
Abstain
Broker
Non-Vote
518,820,517
1,072,804,163
7,849,942
309,585,571

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


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


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 6, 2021
By:
/s/Katherine R. Kelly
 
 
Name:
Katherine R. Kelly
 
Title:
Corporate Secretary