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 6, 2025

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 Office)

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 5.07
Submission of Matters to a Vote of Security Holders.

(a)
The Annual Meeting of the Company was held on May 6, 2025.
(b)
Shareholders voted on the matters set forth below.

Item 1. The shareholders elected each of the Company’s 11 nominees to serve as directors of the Company until the 2026 Annual Meeting based upon the following votes:

   
For
Against
Abstain
Broker
Non-Vote
 
Peter J. Arduini
1,514,455,481
24,103,012
2,929,909
241,575,246
 
Deepak L. Bhatt, M.D., M.P.H., M.B.A.
1,532,130,327
6,515,446
2,842,629
241,575,246
 
Christopher S. Boerner, Ph.D.
1,428,210,815
110,402,978
2,874,609
241,575,246
 
Julia A. Haller, M.D.
1,528,545,297
10,278,914
2,664,191
241,575,246
 
Manuel Hidalgo Medina, M.D., Ph.D.
1,528,499,927
10,124,822
2,863,653
241,575,246
 
Michael R. McMullen
1,533,441,518
5,010,614
3,036,270
241,575,246
 
Paula A. Price
1,521,414,163
17,093,785
2,980,454
241,575,246
 
Derica W. Rice
1,490,843,764
47,794,410
2,850,228
241,575,246
 
Theodore R. Samuels
1,515,155,910
23,349,581
2,982,911
241,575,246
 
Karen H. Vousden, Ph.D.
1,532,436,948
6,272,241
2,779,213
241,575,246
 
Phyllis R. Yale
1,532,047,920
6,606,486
2,833,996
241,575,246

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
1,443,673,104
92,005,419
5,809,879
241,575,246

Item 3. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2025 was ratified based upon the following votes:

For
Against
Abstain
1,720,056,974
59,373,345
3,633,329


Item 4. The shareholder proposal on Corporate Financial Sustainability was not approved based upon the following votes:

For
Against
Abstain
Broker Non-Vote
17,608,619
1,510,021,361
13,858,422
241,575,246


Item 5.  The shareholder proposal on a Request to Cease DEI Efforts was not approved based upon the following votes:

For
Against
Abstain
Broker Non-Vote
26,455,925
1,502,179,244
12,853,233
241,575,246

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 7, 2025
By:
/s/ Amy Fallone

Name:
Amy Fallone

Title:
Corporate Secretary