Bristol Myers Squibb 8-K 2024-05-07

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)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

(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.

(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:

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:

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:

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:

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:

Item 6. The shareholder proposal on Executive Retention of Significant Stock was not approved based upon the following votes:

The following exhibits are included as part of this Current Report on Form 8-K:

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.