Shareholder Vote

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 4, 2021 BRISTOL-MYERS SQUIBB COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 1-1136 22-0790350 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 430 East 29th Street , 14th Floor New York , NY , 10016 (Address of Principal Executive Office) Registrant’s 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.10 Par Value BMY New York Stock Exchange 1.000% Notes due 2025 BMY25 New York Stock Exchange 1.750% Notes due 2035 BMY35 New York Stock Exchange Celgene Contingent Value Rights CELG RT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Ho. (a) The Annual Meeting of the Company was held on May 4, 2021 . (b) Shareholders voted on the matters set forth below . Item 1. The shareholders elected each of the Company’s 10 nominees to serve as directors of the Company until the 2022 Annual Meeting based upon the following votes:   For Against Abstain Broker Non-Vote Peter J. Arduini 1,542,020,258 54,034,370 3,419,994 309,585,571 Michael W. Bonney 1,401,019,723 194,582,235 3,872,664 309,585,571 Giovanni Caforio, M.D. 1,470,516,446 117,011,485 11,946,691 309,585,571 Julia A. Haller, M.D. 1,585,875,503 10,796,044 2,803,075 309,585,571 Paula A. Price 1,569,042,608 27,453,256 2,978,758 309,585,571 Derica W. Rice 1,583,590,235 12,559,374 3,325,013 309,585,571 Theodore R. Samuels 1,524,360,831 71,475,177 3,638,614 309,585,571 Gerald L. Storch 1,525,331,264 70,947,054 3,196,304 309,585,571 Karen H. Vousden, Ph.D. 1,545,207,353 51,384,048 2,883,221 309,585,571 Phyllis R. Yale 1,571,829,654 24,014,290 3,630,678 309,585,571 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 1,450,442,588 141,779,758 7,252,276 309,585,571 Item 3. The management proposal to approve the company’s 2021 Stock Award and Incentive Plan was approved based upon the following votes: For Against Abstain Broker Non-Vote 1,520,303,688 73,393,913 5,777,021 309,585,571 Item 4.   The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2021 was ratified based upon the following votes: For Against Abstain 1,832,022,815 72,628,638 4,408,740 Item 5.   The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to lower the ownership threshold for special shareholder meetings to 15% 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 1,567,618,892 27,203,694 4,652,036 309,585,571 Item 6.   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 709,584,311 883,195,718 6,694,593 309,585,571 Item 7.   The shareholder proposal on shareholder right to act by written consent was not approved based upon the following votes: For Against Abstain Broker Non-Vote 552,592,620 1,036,250,771 10,631,231 309,585,571 Item 8.   The shareholder proposal to lower the ownership threshold for special shareholder meetings to 10% was not approved based upon the following votes: For Against Abstain Broker Non-Vote 518,820,517 1,072,804,163 7,849,942 309,585,571 Item 9.01. Financial Statements and Exhibits.   (d) Exhibits The following exhibit is included as part of this Current Report on Form 8-K: Exhibit No. Description 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). EXHIBIT INDEX Exhibit No. Description 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   BRISTOL-MYERS SQUIBB COMPANY     Dated: May 6, 2021 By: /s/Katherine R. Kelly     Name: Katherine R. Kelly   Title: Corporate Secretary