Bylaw Amendment · 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 7, 2024   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) Route 206 & Province Line Road Princeton , New Jersey 08543 (Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: ( 609 ) 252-4621 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a)         On May 7, 2024, the shareholders of Bristol-Myers Squibb Company (the “Company”) approved an amendment to Article Thirteenth of the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) at the Annual Meeting of Shareholders (the “Annual Meeting”). As more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2024, the Amendment provides for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care. The Amendment was filed with the Secretary of State of the State of Delaware on May 7, 2024, and is attached to this Current Report on Form 8-K as Exhibit 3a and incorporated herein by reference. In addition, the information set forth in Item 4 of Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. Item 5.07 Submission of Matters to a Vote of Security Holders. (a)         T he Company’s Annual Meeting was held on May 7, 2024. (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 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 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 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 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 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 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 Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are included as part of this Current Report on Form 8-K: Exhibit No.   Description 3a   Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2024. 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 9, 2024 By: /s/ Amy Fallone   Name: Amy Fallone   Title: Corporate Secretary