8-K
filed May 9, 2024, 7:59 PM ET
ticker BMY
CIK 0000014272
other
confidence high
sentiment neutral
materiality 0.20
Bristol-Myers Squibb shareholders approve charter amendment limiting executive officer liability, elect directors
BRISTOL MYERS SQUIBB CO
- Amendment to eliminate/limit monetary liability for breach of duty of care for specified executive officers approved by majority of outstanding shares.
- All 10 director nominees elected; votes ranged from 1.38B to 1.48B 'for' with minimal 'against'.
- Advisory vote on named executive officer compensation passed (1.40B for, 82.96M against).
- Deloitte & Touche ratified as independent auditor for 2024 (1.71B for, 45.39M against).
- Two shareholder proposals (independent board chair, executive stock retention) did not pass.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024 at the 2024-05-07 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-07
Exact text from the filing
Item 3. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2024 was ratified based upon the following votes: For Against Abstain 1,706,412,572 45,388,759 4,493,956
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders approved Advisory vote to approve compensation of named executive officers at the 2024-05-07 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-05-07
Exact text from the filing
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: For Against Abstain Broker Non-Vote 1,398,917,461 82,961,647 7,843,741 266,572,438
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders approved Election of 10 director nominees at the 2024-05-07 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-07
Exact text from the filing
Item 1. The shareholders elected each of the Company’s 10 nominees to serve as directors on the Board of Directors (the “Board”) of the Company until the 2025 Annual Meeting based upon the following votes: For Against Abstain Broker Non-Vote Peter J. Arduini 1,383,602,367 102,481,962 3,638,520 266,572,438 Deepak L. Bhatt, M.D., M.P.H. 1,476,515,465 9,708,358 3,499,026 266,572,438 Christopher S. Boerner, Ph.D. 1,384,853,031 94,529,721 10,340,097 266,572,438 Julia A. Haller, M.D. 1,476,206,049 10,127,433 3,389,367 266,572,438 Manuel Hidalgo Medina, M.D., Ph.D. 1,476,575,465 9,619,439 3,527,945 266,572,438 Paula A. Price 1,454,211,368 32,151,447 3,360,034 266,572,438 Derica W. Rice 1,434,633,116 51,626,067 3,463,666 266,572,438 Theodore R. Samuels 1,424,280,995 61,627,002 3,814,852 266,572,438 Karen H. Vousden, Ph.D. 1,453,794,945 32,477,142 3,450,762 266,572,438 Phyllis R. Yale 1,466,891,645 19,409,908 3,421,296 266,572,438
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders approved Approval of amendment to Amended and Restated Certificate of Incorporation to eliminate or limit monetary liability of specified executive officers for breach of duty of care at the 2024-05-07 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-07
Exact text from the filing
Item 4. The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care was approved by a majority of the outstanding shares (the required voting standard for this proposal) based upon the following votes: For Against Abstain Broker Non-Vote 1,256,661,971 227,187,844 5,873,034 266,572,438
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders rejected Shareholder proposal on adoption of Board policy that Chairperson be independent director at the 2024-05-07 meeting.
- Outcome
- failed
- Meeting
- 2024-05-07
Exact text from the filing
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: For Against Abstain Broker Non-Vote 472,322,369 1,011,335,836 6,064,644 266,572,438
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
BRISTOL MYERS SQUIBB CO shareholders rejected Shareholder proposal on Executive Retention of Significant Stock at the 2024-05-07 meeting.
- Outcome
- failed
- Meeting
- 2024-05-07
Exact text from the filing
Item 6. The shareholder proposal on Executive Retention of Significant Stock was not approved based upon the following votes: For Against Abstain Broker Non-Vote 573,933,418 908,578,794 7,210,637 266,572,438
View on SEC.gov
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