8-KLeadership ChangesShareholder Matters

BRISTOL MYERS SQUIBB CO 8-K Report, Executive Changes (May 4, 2023)

Filed May 4, 2023For Securities:BMYCELG-RIBMYMP

Summary

Bristol Myers Squibb Company (BMY) announced significant leadership changes and reported the outcomes of its Annual Meeting of Shareholders held on May 2, 2023. The most notable development is the appointment of Dr. Christopher Boerner as Chief Operating Officer effective April 26, 2023, and his subsequent appointment as Chief Executive Officer effective November 1, 2023. Dr. Boerner has also been elected to the Board of Directors, increasing its size to twelve members. While he is a key executive, the Board has determined he is not independent under NYSE standards and will not serve on any Board committees, nor will he receive compensation for his director role. The Annual Meeting also saw shareholders re-elect all eleven incumbent directors, approve the compensation of named executive officers on an advisory basis, and vote for an annual advisory vote on executive compensation. Additionally, Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2023. However, shareholder proposals regarding an independent Board Chairperson and improvements to special shareholder meetings did not pass.

Key Highlights

  • 1Christopher Boerner appointed Chief Operating Officer (COO) effective April 26, 2023, and will become Chief Executive Officer (CEO) on November 1, 2023.
  • 2Dr. Boerner elected to the Board of Directors, increasing its size to twelve members.
  • 3Dr. Boerner is not considered an independent director and will not serve on any Board committees.
  • 4All 11 incumbent director nominees were re-elected by shareholders.
  • 5Shareholders approved the advisory vote on executive compensation ('Say-on-Pay') with an annual frequency.
  • 6Deloitte & Touche LLP ratified as the independent auditor for 2023.
  • 7Shareholder proposals for an independent Board Chairperson and special meeting improvements were not approved.

Frequently Asked Questions

Dr. Christopher Boerner has been appointed as the new CEO of Bristol Myers Squibb, effective November 1, 2023. He has also been appointed as Chief Operating Officer effective April 26, 2023.

At the Annual Meeting, shareholders re-elected all director nominees, approved executive compensation on an advisory basis (with an annual vote frequency), and ratified Deloitte & Touche LLP as the independent auditor. However, two shareholder proposals, one concerning an independent Board Chairperson and another on special shareholder meetings, did not receive majority support.

No, the Board of Directors has determined that Dr. Christopher Boerner is not an independent director under New York Stock Exchange listing standards or the Company's independence standards due to his employment with the Company. Consequently, he will not serve on any Board committees and will not be compensated for his director service.

The size of the Board of Directors was increased to twelve members, effective May 2, 2023, in connection with the election of Dr. Christopher Boerner.