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BMY > SEC Filings for BMY > Form 8-K on 8-Mar-2016All Recent SEC Filings

Show all filings for BRISTOL MYERS SQUIBB CO



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On March 3, 2016, the Board of Directors of Bristol-Myers Squibb Company (the "Company") elected Peter J. Arduini to serve as a member of the Board of Directors, effective April 1, 2016. The size of the Board of Directors was increased to twelve in connection with Mr. Arduini's election.

Mr. Arduini serves as the President and Chief Executive Officer of Integra LifeSciences Holdings Corporation ("Integra") and is a member of Integra's board of directors. The Board of Directors has determined that Mr. Arduini is independent under the New York Stock Exchange Listing Standards and the independence standards adopted by the Board of Directors. Mr. Arduini will serve as a member of the Audit Committee, effective May 3, 2016. He will stand for election by the Company's shareholders at the Annual Meeting of Shareholders, which is expected to be held on May 3, 2016.

Mr. Arduini was not selected as a director pursuant to any arrangement or understanding between him and any other person. There are no related party transactions between the Company and Mr. Arduini.

Mr. Arduini will receive compensation for his services on the Board of Directors in accordance with the Company's standard compensatory arrangement for non-employee directors, including an annual retainer of $100,000 and an annual award of deferred share units valued at $170,000 on the date of grant. Upon joining the Board of Directors, Mr. Arduini will receive a pro rata portion of the 2016 annual deferred share unit award. In addition, Mr. Arduini will receive an annual retainer of $15,000 for his service as a member of the Audit Committee effective May 3, 2016.

A copy of the press release announcing Mr. Arduini's election is attached to this report as Exhibit 99.1.

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