8-KLeadership ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (Mar 1, 2018)

Filed March 1, 2018For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) announced on March 1, 2018, a significant addition to its Board of Directors with the election of Jose Baselga, M.D., Ph.D. This move strengthens the Board's expertise, particularly in the scientific and technological domain, with Dr. Baselga's extensive background as Physician-in-Chief at Memorial Sloan-Kettering Cancer Center (MSKCC) and Professor of Medicine at Weill Cornell Medical College. The election of Dr. Baselga also led to an expansion of the Board's size to twelve members. His appointment to the Science and Technology Committee is expected to provide valuable insights, especially given BMY's focus on pharmaceutical innovation. Investors should note that Dr. Baselga has been deemed independent by the NYSE and the Company's standards, and his compensation aligns with the standard arrangements for non-employee directors.

Key Highlights

  • 1Election of Jose Baselga, M.D., Ph.D. to the Board of Directors, effective March 1, 2018.
  • 2Dr. Baselga brings substantial expertise in oncology and medicine, serving as Physician-in-Chief at MSKCC and Professor at Weill Cornell.
  • 3The size of the Board of Directors was increased to twelve members to accommodate the new appointment.
  • 4Dr. Baselga will serve as a member of the Science and Technology Committee.
  • 5Dr. Baselga has been determined to be independent under NYSE and Company standards.
  • 6Compensation for Dr. Baselga includes an annual retainer of $100,000 and a deferred share unit award valued at $185,000, plus an additional $15,000 for committee service.
  • 7The Company disclosed minor business and charitable payments to MSKCC in the ordinary course of business, which were less than 0.3% of MSKCC's 2017 revenues.

Frequently Asked Questions

Jose Baselga, M.D., Ph.D. is a highly respected figure in the medical community, holding positions as Physician-in-Chief at Memorial Sloan-Kettering Cancer Center and Professor of Medicine at Weill Cornell Medical College. His appointment to BMY's Board of Directors is significant as it brings deep scientific and clinical expertise, particularly in oncology, which is crucial for a pharmaceutical company focused on drug development and innovation. His role on the Science and Technology Committee is expected to provide valuable strategic guidance.

Dr. Baselga's election resulted in an increase in the size of Bristol-Myers Squibb's Board of Directors from eleven to twelve members. He has also been appointed to the Science and Technology Committee, further shaping the Board's composition and areas of focus.

The company has addressed potential conflicts by stating that Dr. Baselga has been determined to be independent under both New York Stock Exchange listing standards and the Company's own independence standards. While Bristol-Myers Squibb has made business and charitable payments to MSKCC in the ordinary course of business, these payments were minimal, accounting for less than 0.3% of MSKCC's 2017 revenues, and are considered unrelated to Dr. Baselga's direct involvement or appointment.

Dr. Baselga will receive compensation consistent with other non-employee directors. This includes an annual retainer of $100,000, an annual award of deferred share units valued at $185,000 on the grant date, and an additional annual retainer of $15,000 for his service on the Science and Technology Committee.