Bristol-Myers Squibb Company

05/06/2021 | Press release | Distributed by Public on 05/07/2021 01:44

Submission of Matters to a Vote of Security Ho

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.

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

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

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

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

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

The shareholder proposal on the adoption of a Board policy that the Chairperson of the Board be an independent directorwas 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

The shareholder proposal on shareholder right to act by written consentwas 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

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

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).