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 3, 2022 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 ) 546-4200 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 Holders. (a) The Annual Meeting of the Company was held on May 3, 2022. (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 2023 Annual Meeting based upon the following votes:     For     Against     Abstain     Broker Non-Vote   Peter J. Arduini   1,511,376,590     38,188,121     2,807,890     279,523,156   Giovanni Caforio, M.D.   1,438,738,311     104,835,940     8,798,350     279,523,156   Julia A. Haller, M.D.   1,539,003,301     10,417,583     2,951,717     279,523,156   Manuel Hidalgo Medina, M.D., Ph.D.   1,542,361,836     7,265,817     2,744,948     279,523,156   Paula A. Price   1,494,413,964     55,309,321     2,649,316     279,523,156   Derica W. Rice   1,468,034,295     81,546,149     2,792,157     279,523,156   Theodore R. Samuels   1,468,944,084     59,607,951     23,820,566     279,523,156   Gerald L. Storch   1,493,429,987     56,069,460     2,873,154     279,523,156   Karen H. Vousden, Ph.D.   1,510,991,645     38,870,433     2,510,523     279,523,156   Phyllis R. Yale   1,527,951,521     21,828,703     2,592,377     279,523,156   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 1,419,400,241 125,669,113 7,303,247   279,523,156 Item 3.   The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2022 was ratified based upon the following votes: For Against Abstain 1,774,670,025 53,395,901 3,829,831 Item 4.   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    532,905,781        1,012,865,048 6,601,772 279,523,156 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     692,098,202       852,696,749 7,577,650 279,523,156 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 5, 2022 By: /s/Kimberly M. Jablonski   Name: Kimberly M. Jablonski   Title: Corporate Secretary