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BRISTOL MYERS SQUIBB CO 8-K Report, Shareholder Vote Results (Apr 12, 2019)

Filed April 12, 2019For Securities:BMYCELG-RIBMYMP

Summary

This 8-K filing from Bristol-Myers Squibb (BMY) details the results of a special stockholder meeting held on April 12, 2019. The primary focus for investors is the overwhelming approval of Proposal 1, the "Stock Issuance," which greenlights the issuance of BMY common stock to Celgene stockholders as part of the previously announced merger. This vote signifies a critical step towards the completion of the transformative acquisition, a key strategic move for Bristol-Myers Squibb. The filing confirms that sufficient votes were cast for the stock issuance, making a separate proposal to adjourn the meeting to solicit more proxies ultimately unnecessary. The strong shareholder support for this stock issuance proposal indicates confidence in the strategic rationale and potential benefits of combining Bristol-Myers Squibb with Celgene, paving the way for integration and expected synergies.

Key Highlights

  • 1Bristol-Myers Squibb (BMY) stockholders overwhelmingly approved the issuance of BMY common stock to Celgene stockholders for the proposed merger.
  • 2The approval of the Stock Issuance (Proposal 1) is a crucial milestone for the completion of the Celgene acquisition.
  • 3A substantial majority of outstanding shares voted in favor of the stock issuance.
  • 4A proposal to adjourn the meeting to solicit additional proxies was approved but deemed unnecessary due to sufficient votes for the stock issuance.
  • 5The results were announced via a press release issued on April 12, 2019, and attached as an exhibit.
  • 6The filing reiterates important information for investors regarding the Celgene transaction, including risks and cautionary statements about forward-looking statements.

Frequently Asked Questions

The main purpose of the special stockholder meeting was to vote on proposals related to the proposed acquisition of Celgene Corporation by Bristol-Myers Squibb. Specifically, stockholders voted on the approval of the stock issuance required for the merger and a proposal to adjourn the meeting if necessary.

Yes, Bristol-Myers Squibb's stockholders overwhelmingly approved the issuance of Bristol-Myers Squibb common stock to Celgene stockholders as part of the merger agreement.

The stockholder approval of the stock issuance is a critical step toward completing the acquisition of Celgene. This signifies that a major hurdle has been cleared, allowing Bristol-Myers Squibb to move forward with the integration and realization of potential synergies from the combined company.

Yes, a proposal to adjourn the meeting to solicit additional proxies was also voted on. While it was approved by stockholders, it was not needed because there were already sufficient votes to approve the stock issuance for the Celgene merger.