UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2011
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 1-1136 | 22-079-0350 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
345 Park Avenue
New York, NY, 10154
(Address of Principal Executive Office)
Registrants telephone number, including area code: (212) 546-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a.) The annual meeting of stockholders (the Annual Meeting) of Bristol-Myers Squibb Company (the Company) was held on May 3, 2011.
(b.) Stockholders voted on the matters set forth below.
Item 1. The Stockholders elected each of the Companys 12 nominees to serve as directors of the Company until the 2012 Annual Meeting based upon the following votes:
Name |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
||||||||||||
Lamberto Andreotti |
1,148,754,789 | 9,740,188 | 4,939,926 | 293,916,879 | ||||||||||||
Lewis B. Campbell |
1,104,860,075 | 53,434,687 | 5,140,141 | 293,916,879 | ||||||||||||
James M. Cornelius |
1,145,582,169 | 12,582,419 | 5,270,315 | 293,916,879 | ||||||||||||
Louis J. Freeh |
1,045,917,815 | 105,241,901 | 12,275,187 | 293,916,879 | ||||||||||||
Laurie H. Glimcher, M.D. |
1,080,347,589 | 78,037,356 | 5,049,958 | 293,916,879 | ||||||||||||
Michael Grobstein |
1,118,208,899 | 39,936,408 | 5,289,596 | 293,916,879 | ||||||||||||
Leif Johansson |
1,107,180,594 | 50,975,693 | 5,278,616 | 293,916,879 | ||||||||||||
Alan J. Lacy |
1,116,548,476 | 41,594,085 | 5,292,342 | 293,916,879 | ||||||||||||
Vicki L. Sato, Ph.D. |
1,091,181,255 | 67,156,310 | 5,097,338 | 293,916,879 | ||||||||||||
Elliott Sigal, M.D., Ph.D. |
1,148,402,514 | 9,798,871 | 5,233,518 | 293,916,879 | ||||||||||||
Togo D. West, Jr. |
1,115,250,523 | 42,578,044 | 5,606,336 | 293,916,879 | ||||||||||||
R. Sanders Williams, M.D. |
1,097,478,963 | 60,736,308 | 5,219,632 | 293,916,879 |
Item 2. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the 2011 year was ratified based upon the following votes:
Votes For |
Votes Against | Abstentions | ||||||||
1,417,820,036 | 34,327,872 | 5,203,874 |
Item 3. The management proposal on the advisory vote on the compensation of our named executive officers was approved based upon the following votes:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||||
1,091,146,763 | 60,179,042 | 12,109,098 | 293,916,879 |
Item 4. The management proposal on the advisory vote on the frequency of the advisory vote on the compensation of our named executive officers received the following votes:
3 Years |
2 Years | 1 Year | Abstentions | Broker Non-Votes | ||||||||||||||
508,247,522 | 20,597,353 | 625,045,481 | 9,544,547 | 293,916,879 |
Item 5. The stockholder proposal on executive compensation disclosure received the following votes:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||||
85,828,347 | 1,068,522,331 | 9,084,225 | 293,916,879 |
Item 6. The stockholder proposal on the stockholder action by written consent received the following votes:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||||
444,383,389 | 705,361,618 | 13,689,896 | 293,916,879 |
Item 7. The stockholder proposal on pharmaceutical price restraint received the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
33,328,253 | 887,853,921 | 242,252,729 | 293,916,879 |
(d.) A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote on the compensation of our named executive officers every year. The Board of Directors has taken into consideration the views of our stockholders and decided that it will include an advisory stockholder vote on the compensation of our named executive officers in the Companys proxy materials annually until the next required vote on the frequency of such an advisory vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRISTOL-MYERS SQUIBB COMPANY | ||
By: | /s/ Sandra Leung | |
Name: | Sandra Leung | |
Title: | General Counsel and Corporate Secretary |
Dated: May 6, 2011