8-KCorporate ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Bylaw Amendment (Sep 12, 2008)

Filed September 12, 2008For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K report on September 12, 2008, detailing amendments to its corporate bylaws, effective September 9, 2008. These changes were primarily made to align the company's governance documents with recent statutory and case law developments in Delaware, where the company is incorporated. The amendments aim to clarify procedures, enhance the Board's ability to manage stockholder meetings, and reinforce protections for directors and officers. Key modifications include updated provisions for advance notice of stockholder business and director nominations, making expense advancements for indemnification mandatory, and clarifying the scope of indemnification for covered individuals. Additionally, the bylaws were updated to reflect current Delaware corporate law regarding officer resignations, the use of facsimile signatures on stock certificates, and notice delivery methods, including provisions for householding mailings to stockholders. These housekeeping amendments are designed to ensure BMY's governance structure remains robust and compliant with legal standards.

Key Highlights

  • 1BMY amended its corporate bylaws on September 9, 2008, to comply with updated Delaware statutory and case law.
  • 2Bylaw amendments include a revised advance notice procedure for stockholder proposals and director nominations, aiming to prevent disputes.
  • 3The company clarified guidelines for advance notice, requiring disclosure of arrangements among stockholders, and adjusted the notice timing to a 90-120 day window relative to the anniversary of the prior year's annual meeting.
  • 4Bylaw 23 was amended to make the advancement of expenses for indemnification mandatory and clarified its scope, including for suits to recover unpaid indemnification amounts.
  • 5The company affirmatively opted into Section 141(c)(2) of the Delaware General Corporation Law.
  • 6Other amendments address officer resignations, the use of facsimile signatures on stock certificates, and the method of providing notice to stockholders, including 'householding' provisions.
  • 7A copy of the revised Bylaws, effective September 9, 2008, was filed as an exhibit to the 8-K report.

Frequently Asked Questions

The primary reason for the amendments is to ensure the company's bylaws are consistent with recent statutory and case law developments in Delaware, where Bristol-Myers Squibb is incorporated. These changes are intended to update and clarify governance procedures.

The amendments to Bylaw 4 aim to provide clearer guidelines for stockholders wishing to submit proposals or nominate directors. They clarify the required advance notice period (90-120 days before the anniversary of the prior year's annual meeting) and require disclosure of any arrangements related to nominations or proposals, intended to prevent disputes while safeguarding legitimate stockholder participation.

Bylaw 23 was amended to make the advancement of expenses for indemnification mandatory for directors and officers. It also clarifies that these protections apply to proceedings related to acts or omissions occurring before any repeal or modification of the bylaw, and ensures indemnification for expenses incurred when a director or officer sues to recover unpaid indemnification or expense advancements.

Yes, Bylaw 54 was added to allow for 'householding,' which means Bristol-Myers Squibb can send a single copy of notices to all stockholders sharing the same address, under certain circumstances, thereby reducing mailing costs and environmental impact.