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 6, 2014

 

 

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))

 

 

 


 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)    On May 6, 2014, the Board of Directors amended the Bylaws of the Company to formalize and clarify certain matters relating to the position of Lead Independent Director.  The amendments are described below:

 

1.              A new Bylaw 17 was added (with the subsequent Bylaw provisions renumbered accordingly) to explicitly state that the Board of Directors may, at their discretion, appoint a Lead Independent Director and that the Lead Independent Director shall have the duties assigned in the Bylaws and any other powers and duties assigned from time to time by the Board of Directors or Chairman of the Board.

2.              Bylaws 9, 21, 24, 34 and 35 were amended to add the language “if one shall be appointed by the Board of Directors” after “Lead Independent Director.”

3.              Bylaws 9 and 24 were also amended to clarify that the Chairman of the Board may designate another member of the Board of Directors to serve as chairman of a stockholders meeting or Board meeting, respectively, in “the absence” of (as opposed to in “place” of) the Chairman of the Board and the Lead Independent Director.

 

A copy of the revised Bylaws, effective May 6, 2014, is attached to this report as Exhibit 3.1.

 

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

 

(a) The Annual Meeting of the Company was held on May 6, 2014.

 

(b) Stockholders voted on the matters set forth below.

 

Item 1. The stockholders elected each of the Company’s 11 nominees to serve as directors of the Company until the 2015 Annual Meeting based upon the following votes:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Abstain

 

Non-Vote

 

Lamberto Andreotti

 

1,135,804,045

 

12,741,806

 

4,536,891

 

276,105,853

 

Lewis B. Campbell

 

1,057,931,459

 

90,719,776

 

4,431,507

 

276,105,853

 

James M. Cornelius

 

1,115,761,341

 

32,994,092

 

4,327,309

 

276,105,853

 

Laurie H. Glimcher, M.D.

 

1,104,454,682

 

44,459,217

 

4,168,843

 

276,105,853

 

Michael Grobstein

 

1,104,336,695

 

44,267,096

 

4,478,951

 

276,105,853

 

Alan J. Lacy

 

1,115,356,496

 

33,231,752

 

4,494,494

 

276,105,853

 

Thomas J. Lynch, Jr., M.D.

 

1,139,514,323

 

9,433,601

 

4,134,818

 

276,105,853

 

Dinesh C. Paliwal

 

1,109,606,402

 

38,854,478

 

4,621,862

 

276,105,853

 

Vicki L. Sato, Ph.D.

 

1,104,915,095

 

44,013,108

 

4,154,539

 

276,105,853

 

Gerald L. Storch

 

1,106,543,481

 

41,993,979

 

4,545,282

 

276,105,853

 

Togo D. West, Jr.

 

1,106,736,389

 

41,170,406

 

5,175,947

 

276,105,853

 

 

Item 2. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2014 was ratified based upon the following votes:

 

For

 

Against

 

Abstain

 

1,368,813,986

 

54,738,855

 

5,635,754

 

 

Item 3. 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

 

992,002,769

 

149,142,722

 

11,937,251

 

276,105,853

 

 

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Item 4. The stockholder proposal on simple majority vote received the following votes:

 

 

 

 

 

 

 

Broker

 

For

 

Against

 

Abstain

 

Non-Vote

 

923,746,571

 

162,519,148

 

66,813,697

 

276,109,178

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1                 Bylaws, effective as of May 6, 2014.

 

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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 12, 2014

By:

/s/ Sandra Leung

 

 

Name: Sandra Leung

 

 

Title: General Counsel and Corporate Secretary

 

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