Summary
This 8-K filing from Bristol-Myers Squibb Company reports on the outcomes of its Annual Stockholder Meeting held on May 3, 2011. The primary purpose of the report is to provide the voting results on key corporate matters, including the election of directors, ratification of the independent auditor, and advisory votes on executive compensation and other shareholder proposals. The meeting demonstrated strong support for the company's slate of directors and the appointment of Deloitte & Touche LLP as its auditor. Of particular note for investors is the outcome of the "say-on-pay" advisory vote and the frequency of future votes. While the advisory vote on executive compensation was approved, the vote on the frequency of this advisory vote resulted in a plurality for a "1 Year" frequency, though the Board of Directors has stated it will hold an annual advisory vote on executive compensation until the next required vote on frequency. Several shareholder proposals, concerning executive compensation disclosure, action by written consent, and pharmaceutical price restraint, did not receive majority support.
Key Highlights
- 1All 12 director nominees for Bristol-Myers Squibb Company were elected by a substantial majority of votes cast.
- 2Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the 2011 fiscal year.
- 3The advisory vote on the compensation of named executive officers ('say-on-pay') was approved.
- 4A majority of the votes cast advised that the 'say-on-pay' advisory vote should occur annually.
- 5The Board of Directors has committed to holding an annual advisory vote on executive compensation.
- 6Shareholder proposals regarding executive compensation disclosure, action by written consent, and pharmaceutical price restraint did not receive majority approval.
- 7A significant number of broker non-votes were recorded for several proposals, indicating a portion of shareholders did not provide voting instructions.