Bristol-Myers Squibb Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BMY
Biotechnology: Pharmaceutical Preparations
Health Care
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
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(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):
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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)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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(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.
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(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:
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For
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Against
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Abstain
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Broker
Non-Vote
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Peter J. Arduini
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1,383,602,367
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102,481,962
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3,638,520
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266,572,438
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Deepak L. Bhatt, M.D., M.P.H.
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1,476,515,465
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9,708,358
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3,499,026
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266,572,438
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Christopher S. Boerner, Ph.D.
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1,384,853,031
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94,529,721
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10,340,097
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266,572,438
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Julia A. Haller, M.D.
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1,476,206,049
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10,127,433
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3,389,367
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266,572,438
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Manuel Hidalgo Medina, M.D., Ph.D.
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1,476,575,465
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9,619,439
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3,527,945
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266,572,438
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Paula A. Price
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1,454,211,368
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32,151,447
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3,360,034
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266,572,438
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Derica W. Rice
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1,434,633,116
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51,626,067
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3,463,666
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266,572,438
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Theodore R. Samuels
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1,424,280,995
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61,627,002
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3,814,852
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266,572,438
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Karen H. Vousden, Ph.D.
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1,453,794,945
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32,477,142
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3,450,762
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266,572,438
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Phyllis R. Yale
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1,466,891,645
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19,409,908
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3,421,296
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266,572,438
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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:
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For
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Against
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Abstain
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Broker
Non-Vote
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1,398,917,461
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82,961,647
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7,843,741
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266,572,438
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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:
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For
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Against
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Abstain
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1,706,412,572
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45,388,759
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4,493,956
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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:
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For
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Against
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Abstain
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Broker
Non-Vote
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1,256,661,971
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227,187,844
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5,873,034
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266,572,438
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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:
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For
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Against
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Abstain
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Broker
Non-Vote
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472,322,369
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1,011,335,836
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6,064,644
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266,572,438
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Item 6. The shareholder proposal on Executive Retention of
Significant Stock was not approved based upon the following votes:
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For
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Against
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Abstain
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Broker
Non-Vote
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573,933,418
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908,578,794
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7,210,637
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266,572,438
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| Item 9.01 |
Financial Statements and Exhibits
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| (d) |
Exhibits
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The following exhibits are included as part of this Current Report on Form 8-K:
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Exhibit
No.
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Description
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2024.
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104
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The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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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.
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: May 9, 2024
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By:
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/s/ Amy Fallone
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Name:
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Amy Fallone
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Title:
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Corporate Secretary
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