FORM 8-K

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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 4, 2021

 

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BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

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Registrant’s telephone number, including area code: (212) 546-4000

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):

 

 

 

 

 

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. ☐

 

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The material terms of the Plan are summarized on pages 83 through 91 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2021 (the “Proxy Statement”), which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which are set forth in Exhibit B to the Proxy Statement. Forms of the Restricted Stock Units Agreements with a (i) three-year, (ii) four-year (iii) five-year, (iv) two-year cliff, and (v) and one-year cliff vesting periods under the Plan are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated by reference herein.

 

On May 4, 2021, concurrently with the stockholders’ approval of the Certificate of Amendment to permit holders of at least 15% in voting power of the outstanding shares to call special meetings of stockholders, corresponding amendments to Bylaw 6 that were previously approved by the Board of Directors (“Board”) became effective. The amendments to Bylaw 6 also revise and provide for certain new procedural requirements for stockholders to call a special meeting. In addition, the Board amended Bylaws 4, 7, 8, 9, 10, 11, 13, 18, 21, 26, 28, 49, 52 and 60 (previously Bylaw 59) to reflect revisions: (i) to the advance notice provisions for director nominations and shareholder proposals; (ii) to the procedural requirements for shareholders to call a special meeting; (iii) to certain procedural and other matters related to the conduct of shareholder meetings generally, including the authority of the chairman of the meeting; (iv) to the Board special meeting notice provision; and (v) for certain clarifying changes and other ministerial updates. A new Bylaw 59 was also added that is applicable during any emergency, disaster or catastrophe, as described in Section 110 of the General Corporation Law of the State of Delaware (an “Emergency”) that allows the Board to take any action that it determines to be practical and necessary to address the circumstances of the Emergency.

The foregoing summary and description of the revisions to the Company’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the revised Bylaws, a copy of which is attached as Exhibit 3b to this report and is incorporated herein by reference.

 

(d) Exhibits

 

The following exhibits are included as part of this Current Report on Form 8-K:

EXHIBIT INDEX

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.

 

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