8-KShareholder Matters

BRISTOL MYERS SQUIBB CO 8-K Report, Shareholder Vote Results (May 3, 2018)

Filed May 3, 2018For Securities:BMYCELG-RIBMYMP

Summary

Bristol Myers Squibb Company (BMY) filed an 8-K on May 2, 2018, detailing the results of its Annual Meeting of Shareholders held on May 1, 2018. The filing primarily reports on shareholder votes for director elections, executive compensation, auditor ratification, and two shareholder proposals. All incumbent directors were overwhelmingly re-elected, indicating strong shareholder confidence in the current board leadership. Furthermore, shareholders provided an advisory "say-on-pay" vote to approve the compensation of named executive officers, which passed. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2018 was also overwhelmingly ratified. However, two shareholder proposals – one regarding the disclosure of drug pricing risks in incentive compensation and another to lower the threshold for calling special meetings – did not receive majority approval.

Key Highlights

  • 1All 12 nominated directors were re-elected by a significant margin at the May 1, 2018 Annual Meeting.
  • 2Shareholders approved, on an advisory basis, the compensation of the company's named executive officers (the "say-on-pay" vote).
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2018 was overwhelmingly ratified by shareholders.
  • 4A shareholder proposal requesting annual reports on how drug pricing risks are incorporated into incentive compensation was not approved.
  • 5A shareholder proposal to lower the ownership threshold required to call special shareholder meetings also failed to gain majority support.
  • 6The voting results demonstrate strong shareholder support for the current board of directors and the company's auditor.
  • 7The company's management received a positive advisory vote on executive compensation, signaling shareholder alignment on this matter.

Frequently Asked Questions

The 2018 Annual Meeting saw the re-election of all 12 director nominees, an advisory approval of executive compensation, the ratification of Deloitte & Touche LLP as the company's auditor, and the rejection of two shareholder proposals concerning drug pricing risk disclosure in executive compensation and lowering the threshold for special meetings.

Yes, shareholders approved the compensation of the named executive officers on an advisory basis. This "say-on-pay" vote passed with a majority of approximately 1,091,784,630 "for" votes out of the total cast on that matter.

Two shareholder proposals were voted on. The proposal requesting disclosure of how drug pricing risks are incorporated into incentive compensation plans did not pass, as did the proposal to lower the ownership threshold required to call special shareholder meetings. Both proposals failed to receive majority shareholder support.

Deloitte & Touche LLP was ratified by shareholders as the independent registered public accounting firm for Bristol Myers Squibb for the year 2018. This appointment received overwhelming support.