8-KLeadership ChangesShareholder MattersExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (May 7, 2012)

Filed May 7, 2012For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K on May 7, 2012, reporting on its Annual Meeting of Stockholders held on May 1, 2012. The primary focus of this filing is the outcome of shareholder votes on several key corporate matters. Of significant investor interest, the stockholders overwhelmingly approved the 2012 Stock Award and Incentive Plan, which will govern executive and employee compensation through equity awards. Additionally, the shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2012 and approved the advisory vote on executive compensation. Conversely, two shareholder proposals, one concerning transparency in animal research and another on shareholder action by written consent, did not receive majority support.

Key Highlights

  • 1Shareholders overwhelmingly approved the 2012 Stock Award and Incentive Plan.
  • 2All 12 nominated directors were elected to serve until the 2013 Annual Meeting.
  • 3Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2012.
  • 4The advisory vote to approve the compensation of named executive officers passed.
  • 5A shareholder proposal regarding transparency in animal research was not approved.
  • 6A shareholder proposal concerning shareholder action by written consent was not approved.
  • 7Forms of Restricted Stock Units Agreements with 5-year and 4-year vesting periods under the new plan were filed as exhibits.

Frequently Asked Questions

This 8-K filing reports the results of Bristol-Myers Squibb's Annual Meeting of Stockholders held on May 1, 2012, detailing the voting outcomes on director elections, auditor ratification, executive compensation, and shareholder proposals.

Yes, the 2012 Stock Award and Incentive Plan was approved by a majority of the votes cast by shareholders at the Annual Meeting.

Shareholders provided an advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers, which was approved.

Yes, two shareholder proposals, one on transparency in animal research and another on shareholder action by written consent, did not receive majority shareholder approval.