Form 8-K BRISTOL MYERS SQUIBB CO For: May 29
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 29, 2019
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-1136
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22-0790350
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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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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Common Stock, $0.10 Par Value
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BMY
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New York Stock Exchange
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1.000% Notes due 2025
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New York Stock Exchange
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1.750% Notes due 2035
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New York Stock Exchange
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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 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of the Company was held on May 29, 2019.
(b) Shareholders voted on the matters set forth below.
Item 1. The shareholders elected each of the Company’s 11 nominees to serve as
directors of the Company until the 2020 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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1,155,365,328
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36,200,206
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3,857,834
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257,978,362
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Robert J. Bertolini
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1,150,832,715
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40,783,094
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3,807,559
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257,978,362
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Giovanni Caforio, M.D.
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1,120,087,179
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63,748,810
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11,587,379
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257,978,362
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Matthew W. Emmens
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1,175,827,887
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15,719,788
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3,875,693
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257,978,362
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Michael Grobstein
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1,136,740,879
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54,812,057
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3,870,432
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257,978,362
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Alan J. Lacy
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1,141,436,693
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49,932,224
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4,054,451
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257,978,362
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Dinesh C. Paliwal
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1,142,575,999
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48,744,977
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4,102,392
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257,978,362
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Theodore R. Samuels
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1,152,218,669
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39,148,455
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4,056,244
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257,978,362
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Vicki L. Sato, Ph.D.
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1,093,762,348
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73,584,882
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28,076,138
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257,978,362
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Gerald L. Storch
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1,151,710,225
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39,667,853
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4,045,290
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257,978,362
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Karen H. Vousden, Ph.D.
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1,177,834,006
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13,842,259
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3,747,103
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257,978,362
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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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1,104,120,140
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83,372,093
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7,931,135
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257,978,362
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Item 3. The
appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2019 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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1,399,501,334
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48,237,267
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5,663,129
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Item 4. The
shareholder proposal on shareholder right to act by written consent 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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521,251,648
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662,700,015
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11,471,705
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257,978,362
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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 30, 2018
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By:
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/s/ Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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