--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-022991" form_type: "8-K" ticker: "BMY" cik: "0000014272" company_name: "BRISTOL MYERS SQUIBB CO" filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T21:33:26.337982+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Bristol-Myers appoints COO and CEO-elect; shareholders elect board ## Summary - Christopher Boerner named COO effective Apr 26, 2023 and CEO effective Nov 1, 2023; elected to Board May 2, 2023. - Shareholders elected 11 directors and approved say-on-pay compensation with 1.44B votes for. - Deloitte & Touche ratified as auditor for 2023 with 1.77B votes for. - Three shareholder proposals (independent chair, non-discrimination audit, special meeting) rejected. ## SEC filing metadata - accession: 0001140361-23-022991 - form_type: 8-K - ticker: BMY - cik: 0000014272 - company_name: BRISTOL MYERS SQUIBB CO - filed_at: 2023-05-04T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/brhc20052456_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-022991 - JSON: https://secwatch.observer/filing/0001140361-23-022991.json - Plain text: https://secwatch.observer/filing/0001140361-23-022991.txt ## Key facts - Executive change Christopher Boerner was elected as Director at BRISTOL MYERS SQUIBB CO. - Action: elected - Role: Director source text: the Board elected Dr. Boerner, to serve as a member of the Board, effective May 2, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Executive change Christopher Boerner was appointed as Chief Operating Officer at BRISTOL MYERS SQUIBB CO. - Action: appointed - Role: Chief Operating Officer source text: appointed Christopher Boerner, Ph.D., to serve as the Company’s Chief Operating Officer, effective April 26, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Executive change Christopher Boerner was appointed as Chief Executive Officer at BRISTOL MYERS SQUIBB CO. - Action: appointed - Role: Chief Executive Officer source text: and as the Chief Executive Officer, effective November 1, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders approved Advisory vote to approve the compensation of named executive officers at the 2023-05-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-02 source text: Item 2. The management proposal on the advisory vote to approve the compensation of our named executive officers was approved based upon the following votes: Broker For Against Abstain Non-Vote 1,438,045,960 118,332,598 6,881,096 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders rejected Shareholder proposal on special shareholder meeting improvement at the 2023-05-02 meeting. - Outcome: failed - Meeting: 2023-05-02 source text: Item 7. The shareholder proposal on special shareholder meeting improvement was not approved based upon the following votes: Broker For Against Abstain Non-Vote 90,237,608 1,448,468,707 24,553,339 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders rejected Shareholder proposal on workplace non-discrimination audit at the 2023-05-02 meeting. - Outcome: failed - Meeting: 2023-05-02 source text: Item 6. The shareholder proposal on workplace non-discrimination audit was not approved based upon the following votes: Broker For Against Abstain Non-Vote 23,891,859 1,503,971,016 35,396,779 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders approved Election of 11 nominees to serve as directors until the 2024 Annual Meeting at the 2023-05-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-02 source text: Item 1. The shareholders elected each of the Company’s 11 nominees to serve as directors of the Company until the 2024 Annual Meeting based upon the following votes: For Against Abstain Broker Non-Vote Peter J. Arduini 1,513,964,261 45,262,343 4,033,050 268,683,382 Deepak L. Bhatt, M.D., M.P.H. 1,549,329,749 9,930,821 3,999,084 268,683,382 Giovanni Caforio, M.D. 1,435,621,163 118,279,157 9,359,334 268,683,382 Julia A. Haller, M.D. 1,535,005,342 25,501,075 2,753,237 268,683,382 Manuel Hidalgo Medina, M.D., Ph.D. 1,533,923,291 25,393,637 3,942,726 268,683,382 Paula A. Price 1,517,082,822 42,393,024 3,783,808 268,683,382 Derica W. Rice 1,487,320,744 71,913,805 4,025,105 268,683,382 Theodore R. Samuels 1,479,191,052 80,861,588 3,207,014 268,683,382 Gerald L. Storch 1,445,066,253 114,101,188 4,092,213 268,683,382 Karen H. Vousden, Ph.D. 1,517,425,805 42,124,841 3,709,008 268,683,382 Phyllis R. Yale 1,529,099,472 30,340,910 3,819,272 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders rejected Shareholder proposal on the adoption of a Board policy that the Chairperson of the Board be an independent director at the 2023-05-02 meeting. - Outcome: failed - Meeting: 2023-05-02 source text: Item 5. The shareholder proposal on the adoption of a Board policy that the Chairperson of the Board be an independent director was not approved based upon the following votes: Broker For Against Abstain Non-Vote 495,551,854 1,061,784,252 5,923,548 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders approved Advisory vote on the frequency of the advisory vote to approve compensation of named executive officers at the 2023-05-02 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-02 source text: Item 3. The management proposal on the advisory vote of the frequency of the advisory vote to approve the compensation of our named executive officers was approved for one year based upon the following votes: One Year Two Years Three Years Abstain Broker Non-Vote 1,525,837,873 4,106,448 28,850,524 4,464,809 268,683,382 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm - Shareholder Votes BRISTOL MYERS SQUIBB CO shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2023 at the 2023-05-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-02 source text: Item 4. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2023 was ratified based upon the following votes: For Against Abstain 1,772,411,521 55,636,602 3,894,913 evidence_url: https://www.sec.gov/Archives/edgar/data/14272/000114036123022991/0001140361-23-022991-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.