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 1, 2018
 
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):
 
☐
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))
 
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 1, 2018.
 
(b) Shareholders voted on the matters set forth below.
 
Item 1. The shareholders elected each of the Company’s 12 nominees to serve as directors of the Company until the 2019 Annual Meeting based upon the following votes:

 
For
Against
Abstain
Broker
Non-Vote
Peter J. Arduini
1,113,184,048
33,358,651
3,005,933
278,783,707
José Baselga, M.D., Ph.D.
1,140,198,283
 6,437,932
2,912,417
278,783,707
Robert J. Bertolini
1,112,049,962
34,331,441
3,167,229
278,783,707
Giovanni Caforio, M.D.
1,108,804,063
34,194,159
6,550,410
278,783,707
Matthew W. Emmens
1,139,465,939
  7,075,529
 3,007,164
278,783,707
Michael Grobstein
1,105,823,015
40,486,347
 3,239,270
278,783,707
Alan J. Lacy
1,110,860,737
35,432,202
  3,255,693
278,783,707
Dinesh C. Paliwal
1,129,831,146
16,491,055
  3,226,431
278,783,707
Theodore R. Samuels
1,113,124,004
33,254,963
  3,169,665
278,783,707
Vicki L. Sato, Ph.D.
1,095,622,608
39,040,380
14,885,644
278,783,707
Gerald L. Storch
1,112,027,872
33,797,818
  3,722,942
278,783,707
Karen H. Vousden, Ph.D.
1,141,846,830
  4,802,750
  2,899,052
278,783,707

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
1,091,784,630
50,001,228
7,762,774
278,783,707

Item 3. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2018 was ratified based upon the following votes:
      
For
Against
Abstain
  
1,375,338,345
48,726,041
4,267,953
  
 
Item 4.  The shareholder proposal on annual report disclosing how risks related to public concern over drug pricing strategies are incorporated into incentive compensation plans was not approved based upon the following votes:
                                                                                                                            
For
Against
Abstain
Broker
Non-Vote
248,628,516
848,228,941
52,691,175
278,783,707

Item 5.  The shareholder proposal to lower the share ownership threshold to call special shareholder meetings was not approved based upon the following votes:
                                                                                                                                  
For
Against
Abstain
Broker
Non-Vote
478,487,300
663,579,776
7,481,556
278,783,707
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 3, 2018
By:       
/s/ Katherine R. Kelly
 
Name:
Katherine R. Kelly
 
Title:
Corporate Secretary