Please wait
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 5, 2026


BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-01136
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
Celgene Contingent Value Rights
CELG RT
New York Stock Exchange
2.973% Notes due 2030
BMY/30
 New York Stock Exchange
3.363% Notes due 2033
BMY/33
New York Stock Exchange
1.750% Notes due 2035
BMY35
New York Stock Exchange
3.857% Notes due 2038
BMY/38
New York Stock Exchange
4.289% Notes due 2045
BMY/45
New York Stock Exchange
4.581% Notes due 2055
BMY/55
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 5, 2026.
(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 2027 Annual Meeting based upon the following votes:

   
For
Against
Abstain
Broker
Non-Vote
 
Peter J. Arduini
1,489,115,718
46,952,408
2,517,271
234,927,659
 
Deepak L. Bhatt, M.D., M.P.H., M.B.A.
1,519,336,832
16,821,065
2,427,500
234,927,659
 
Christopher S. Boerner, Ph.D.
1,462,672,450
73,500,542
2,412,405
234,927,659
 
Julia A. Haller, M.D.
1,513,280,188
23,027,628
2,277,581
234,927,659
 
Manuel Hidalgo Medina, M.D., Ph.D.
1,513,107,431
23,055,022
2,422,944
234,927,659
 
Michael R. McMullen
1,520,590,126
15,506,431
2,488,840
234,927,659
 
Paula A. Price
1,506,560,939
29,652,099
2,372,359
234,927,659
 
Derica W. Rice
1,493,345,909
42,806,350
2,433,138
234,927,659
 
Theodore R. Samuels
1,487,884,432
48,111,146
2,589,819
234,927,659
 
Karen H. Vousden, Ph.D.
1,519,199,326
17,078,052
2,308,019
234,927,659
 
Phyllis R. Yale
1,527,736,604
8,485,885
2,362,908
234,927,659

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
1,459,162,310
72,490,026
6,933,061
234,927,659

Item 3. The management proposal on the vote to approve the Company’s 2026 stock award and incentive plan was approved based upon the following votes:

For
Against
Abstain
Broker Non-Vote
1,470,672,957
63,896,918
4,015,522
234,927,659

Item 4. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2026 was ratified based upon the following votes:

For
Against
Abstain
1,706,279,839
63,727,901
3,505,316

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
422,069,323
1,109,378,680
7,137,394
234,927,659

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 8, 2026
By:
/s/ Amy Fallone
 
Name:
Amy Fallone
 
Title:
Corporate Secretary