8-KLeadership ChangesShareholder Matters

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (May 10, 2013)

Filed May 10, 2013For Securities:BMYCELG-RIBMYMP

Summary

This Form 8-K filing from Bristol-Myers Squibb Company (BMY) on May 10, 2013, primarily reports on two key events that occurred at the company's Annual Meeting of Stockholders on May 7, 2013. Firstly, it details the outcome of shareholder votes on several important matters, including the election of directors, ratification of the independent auditor, and an advisory vote on executive compensation. All proposals presented to the shareholders, including the election of all 10 director nominees and the ratification of Deloitte & Touche LLP as the independent auditor, received strong support. The advisory vote to approve executive compensation was also passed. Secondly, the filing discloses an update related to the previously announced retirement of Elliott Sigal, Executive Vice President and Chief Scientific Officer, effective June 30, 2013. In connection with his retirement, the Board of Directors approved the accelerated vesting of 31,250 unvested restricted stock units, which were originally scheduled to vest in March 2014. This action is a standard component of executive departures and affects a portion of Dr. Sigal's equity compensation.

Key Highlights

  • 1The Annual Meeting of Stockholders was held on May 7, 2013, with significant outcomes reported.
  • 2All 10 nominated directors were overwhelmingly elected to serve until the 2014 Annual Meeting.
  • 3Deloitte & Touche LLP was ratified as the company's independent registered public accounting firm for 2013 with strong shareholder approval.
  • 4An advisory vote to approve the compensation of named executive officers was passed by shareholders.
  • 5In connection with the retirement of EVP and Chief Scientific Officer Elliott Sigal, his restricted stock units were subject to accelerated vesting.
  • 631,250 unvested restricted stock units scheduled to vest in March 2014 were accelerated for Dr. Sigal.
  • 7Dr. Sigal's retirement was previously disclosed and is effective June 30, 2013.

Frequently Asked Questions

The key outcomes of the Annual Meeting were the overwhelming election of all 10 director nominees, the ratification of Deloitte & Touche LLP as the independent auditor for 2013, and the approval of the advisory vote on executive compensation. Shareholders also voted on the election of directors, auditor ratification, and executive compensation.

The accelerated vesting of 31,250 unvested restricted stock units for Elliott Sigal is a consequence of his upcoming retirement as Executive Vice President and Chief Scientific Officer, effective June 30, 2013. These units, originally set to vest in March 2014, will now vest sooner, representing a modification of his compensation package in light of his departure. This is a common practice when senior executives leave the company.

Shareholders approved the management proposal on the advisory vote to approve the compensation of the company's named executive officers. The vote showed a significant majority in favor of the proposed executive compensation.

The company's independent registered public accounting firm for 2013 is Deloitte & Touche LLP. Their appointment was ratified by the shareholders at the May 7, 2013 Annual Meeting.