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
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
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
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
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
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
No.
  
Description
 
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 7th day of May, 2024.

 
BRISTOL-MYERS SQUIBB COMPANY
  
       
       
 
By:
 /s/ Sandra Leung  
 
Name: Sandra Leung
 
Title: Executive Vice President and General
 
 Counsel


2
v3.24.1.u1
Document and Entity Information
May 07, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 07, 2024
Current Fiscal Year End Date --12-31
Entity File Number 1-1136
Entity Registrant Name BRISTOL-MYERS SQUIBB COMPANY
Entity Central Index Key 0000014272
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 22-0790350
Entity Address, Address Line One Route 206 & Province Line Road
Entity Address, City or Town Princeton
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08543
City Area Code 609
Local Phone Number 252-4621
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, $0.10 Par Value
Trading Symbol BMY
Security Exchange Name NYSE
1.000% Notes due 2025 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 1.000% Notes due 2025
Trading Symbol BMY25
Security Exchange Name NYSE
1.750% Notes due 2035 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 1.750% Notes due 2035
Trading Symbol BMY35
Security Exchange Name NYSE
Celgene Contingent Value Rights [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Celgene Contingent Value Rights
Trading Symbol CELG RT
Security Exchange Name NYSE
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