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BMY > SEC Filings for BMY > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for BRISTOL MYERS SQUIBB CO



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submissi

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On May 6, 2014, the Board of Directors amended the Bylaws of the Company to formalize and clarify certain matters relating to the position of Lead Independent Director. The amendments are described below:

1. A new Bylaw 17 was added (with the subsequent Bylaw provisions renumbered accordingly) to explicitly state that the Board of Directors may, at their discretion, appoint a Lead Independent Director and that the Lead Independent Director shall have the duties assigned in the Bylaws and any other powers and duties assigned from time to time by the Board of Directors or Chairman of the Board.

2. Bylaws 9, 21, 24, 34 and 35 were amended to add the language "if one shall be appointed by the Board of Directors" after "Lead Independent Director."

3. Bylaws 9 and 24 were also amended to clarify that the Chairman of the Board may designate another member of the Board of Directors to serve as chairman of a stockholders meeting or Board meeting, respectively, in "the absence" of (as opposed to in "place" of) the Chairman of the Board and the Lead Independent Director.

A copy of the revised Bylaws, effective May 6, 2014, is attached to this report as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of the Company was held on May 6, 2014.

(b) Stockholders voted on the matters set forth below.

Item 1. The stockholders elected each of the Company's 11 nominees to serve as
directors of the Company until the 2015 Annual Meeting based upon the following

                                  For         Against      Abstain     Non-Vote
Lamberto Andreotti           1,135,804,045   12,741,806   4,536,891   276,105,853
Lewis B. Campbell            1,057,931,459   90,719,776   4,431,507   276,105,853
James M. Cornelius           1,115,761,341   32,994,092   4,327,309   276,105,853
Laurie H. Glimcher, M.D.     1,104,454,682   44,459,217   4,168,843   276,105,853
Michael Grobstein            1,104,336,695   44,267,096   4,478,951   276,105,853
Alan J. Lacy                 1,115,356,496   33,231,752   4,494,494   276,105,853
Thomas J. Lynch, Jr., M.D.   1,139,514,323   9,433,601    4,134,818   276,105,853
Dinesh C. Paliwal            1,109,606,402   38,854,478   4,621,862   276,105,853
Vicki L. Sato, Ph.D.         1,104,915,095   44,013,108   4,154,539   276,105,853
Gerald L. Storch             1,106,543,481   41,993,979   4,545,282   276,105,853
Togo D. West, Jr.            1,106,736,389   41,170,406   5,175,947   276,105,853

Item 2. The appointment of Deloitte & Touche LLP as independent registered
public accounting firm for the Company for 2014 was ratified based upon the following votes:

For Against Abstain
1,368,813,986 54,738,855 5,635,754

Item 3. 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      Non-Vote
992,002,769   149,142,722   11,937,251   276,105,853

Item 4. The stockholder proposal on simple majority vote received the following

    For         Against      Abstain      Non-Vote
923,746,571   162,519,148   66,813,697   276,109,178

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Bylaws, effective as of May 6, 2014.

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