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Bristol-Myers Squibb Company 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

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 2, 2017

 

 

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)

 

345 Park Avenue

New York, NY 10154

(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):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) As noted below under Item 5.07, on May 2, 2017, the shareholders of Bristol-Myers Squibb Company (the “Company”) approved an amendment to the 2012 Stock Award and Incentive Plan (the “Plan”) at the annual meeting of shareholders (the “Annual Meeting”). The material terms of the Plan are summarized on pages 72 through 79 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2017 (the “Proxy Statement”), which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which are set forth in Exhibit B to the Proxy Statement.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a) The Annual Meeting of the Company was held on May 2, 2017.

 

(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 2018 Annual Meeting based upon the following votes:

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

Against

 

Abstain

 

Non-Vote

Peter J. Arduini

 

1,100,615,093

 

45,570,598

 

5,036,126

 

290,692,854

Robert J. Bertolini

 

1,109,816,316

 

36,472,897

 

4,932,604

 

290,692,854

Giovanni Caforio, M.D.

 

1,104,402,988

 

32,216,004

 

14,602,825

 

290,692,854

Matthew W. Emmens

 

1,136,617,381

 

9,705,394

 

4,899,042

 

290,692,854

Laurie H. Glimcher, M.D.

 

1,119,843,296

 

26,588,013

 

4,790,508

 

290,692,854

Michael Grobstein

 

1,102,275,978

 

43,991,784

 

4,954,055

 

290,692,854

Alan J. Lacy

 

1,102,695,889

 

43,445,194

 

5,080,734

 

290,692,854

Dinesh C. Paliwal

 

1,124,153,414

 

22,082,476

 

4,985,927

 

290,692,854

Theodore R. Samuels

 

1,114,430,970

 

31,954,143

 

4,836,704

 

290,692,854

Vicki L. Sato, Ph.D.

 

1,101,759,227

 

44,082,948

 

5,379,642

 

290,692,854

Gerald L. Storch

 

993,932,557

 

152,297,553

 

4,991,707

 

290,692,854

 

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:

 

 

 

 

Broker

 

For

Against

Abstain

Non-Vote

 

1,103,113,789

39,019,098

9,088,930

290,692,854

 

 

Item 3. The management proposal on the advisory vote of the frequency of the advisory vote to approve the compensation of our named executive officers was approved for one year based upon the following votes:

 

 

 

 

 

 

Broker

One Year

Two Years

Three Years

Abstain

 

Non-Vote

1,044,153,592

4,730,559

96,169,015

6,168,651

 

290,692,854

 



 

Item 4. The management proposal on the re-approval of the materials terms of the performance-based awards under the Company’s 2012 Stock Award and Incentive Plan (as amended) was approved based upon the following votes:

 

 

 

 

Broker

 

For

Against

Abstain

Non-Vote

 

1,108,184,786

34,541,786

8,495,245

290,692,854

 

 

Item 5. The management proposal on an amendment to the Company’s 2012 Stock Award and Incentive Plan was approved based upon the following votes:

 

 

 

 

Broker

 

For

Against

Abstain

Non-Vote

 

1,097,810,347

43,968,620

9,442,850

290,692,854

 

 

Item 6. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2017 was ratified based upon the following votes:

 

For

Against

Abstain

 

 

1,375,692,222

59,215,717

7,006,732

 

 

 

Item 7.  The shareholder proposal to lower the share ownership threshold to call special shareholder meetings was not approved based upon the following votes:

 

 

 

 

Broker

 

For

Against

Abstain

Non-Vote

 

437,525,037

704,934,045

8,762,735

290,692,854

 

 

(d) Based on the voting results set forth in (b)(3) above, the company’s Board of Directors has determined that an advisory vote by the shareholders regarding named executive officer compensation as set forth in the proxy statement will be conducted on an annual basis.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, 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 5, 2017

By:

/s/ Katherine R. Kelly

 

 

 

Name:

Katherine R. Kelly

 

 

Title:

Associate General Counsel and
Corporate Secretary

 


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