8-KLeadership ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (Apr 27, 2007)

Filed April 27, 2007For Securities:BMYCELG-RIBMYMP

Summary

This 8-K filing from Bristol-Myers Squibb Company (BMY) on April 27, 2007, formally announces the appointment of James M. Cornelius as Chief Executive Officer (CEO), effective April 26, 2007. Mr. Cornelius had been serving in an interim CEO capacity since September 2006. The filing details his compensation package, including base salary, guaranteed bonus, and eligibility for incentive payments. It also outlines his equity awards, long-term performance awards, and benefits, with specific terms tied to his retirement date in May 2009. The compensation structure is designed to align with his permanent CEO role and includes stock options, restricted stock units, and performance shares. The agreement also addresses continued use of company-provided housing and aircraft for security reasons, as well as change-in-control benefits tailored to his anticipated retirement. This report provides transparency regarding the executive compensation and transition plans for a key leadership position within BMY.

Key Highlights

  • 1James M. Cornelius appointed Chief Executive Officer (CEO) effective April 26, 2007, transitioning from interim CEO role.
  • 2Annual base salary for Mr. Cornelius set at $1,400,000.
  • 3Guaranteed bonus of 170% of base salary for the period September 30, 2006, to March 31, 2007.
  • 4Eligible for annual discretionary incentive payment with a target bonus opportunity of at least 150% of base salary.
  • 5Awarded 475,000 stock options and 60,000 restricted stock units on May 1, 2007, with terms similar to other senior executives.
  • 6Opportunity to earn 170,000 performance shares for the 2007-2009 period, with accelerated vesting upon retirement at or after May 2009.
  • 7Continued use of company aircraft and car/driver for security reasons, and use of a leased apartment until September 30, 2007.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the official appointment of James M. Cornelius as the Chief Executive Officer (CEO) of Bristol-Myers Squibb Company, effective April 26, 2007, and to detail the terms of his compensation and employment agreement.

Mr. Cornelius's compensation includes an annual base salary of $1,400,000, a guaranteed bonus for a specific interim period, eligibility for annual discretionary incentive payments, stock options, restricted stock units, and long-term performance shares. He also receives continued benefits such as use of company aircraft, car/driver, and a leased apartment for a period.

Mr. Cornelius will receive 475,000 stock options and 60,000 restricted stock units on May 1, 2007. He is also eligible for 170,000 performance shares during the 2007-2009 performance period. The terms of these awards are generally similar to those granted to other senior executives, with modifications to reflect his planned retirement in May 2009.

For security reasons, Mr. Cornelius will continue to have use of the company aircraft and a car/driver. He will also continue to have use of a leased apartment in New York City until September 30, 2007. These benefits will not be grossed up for income tax purposes.