[8-K] BRISTOL MYERS SQUIBB CO Reports Material Event

Rhea-AI Filing Summary

Bristol-Myers Squibb Company reported voting results from its annual shareholder meeting. Shareholders elected all 11 director nominees to serve until the 2027 annual meeting, with each receiving over 1.46 billion votes in favor and substantial broker non-votes recorded.

Shareholders approved, on an advisory basis, the compensation of named executive officers with 1,459,162,310 votes for and 72,490,026 against, and also approved the Company’s 2026 stock award and incentive plan with 1,470,672,957 votes for and 63,896,918 against. The appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026 was ratified. A shareholder proposal to require the board chairperson to be an independent director did not pass, receiving 422,069,323 votes for and 1,109,378,680 votes against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Directors elected: 11 directors Say-on-pay votes for: 1,459,162,310 votes 2026 incentive plan votes for: 1,470,672,957 votes +4 more

7 metrics

Directors elected 11 directors Elected to serve until 2027 annual meeting

Say-on-pay votes for 1,459,162,310 votes Advisory vote approving executive compensation

2026 incentive plan votes for 1,470,672,957 votes Approval of 2026 stock award and incentive plan

Auditor ratification votes for 1,706,279,839 votes Deloitte & Touche LLP ratified for 2026

Independent chair proposal for 422,069,323 votes Shareholder proposal for independent board chair not approved

Independent chair proposal against 1,109,378,680 votes Votes opposing independent chair policy

Broker non-votes 234,927,659 votes Common broker non-vote figure on several items

Key Terms

broker non-vote, advisory vote, stock award and incentive plan, independent registered public accounting firm, +2 more

6 terms

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote"

advisory vote financial

"The management proposal on the advisory vote to approve the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

stock award and incentive plan financial

"vote to approve the Company’s 2026 stock award and incentive plan"

A stock award and incentive plan is a company program that gives employees, executives or board members shares, options or other equity-based rewards as part of pay and motivation. It matters to investors because these plans align employee interests with shareholders—similar to paying someone with a slice of the pie instead of cash—but they can also increase the number of shares outstanding (dilution) and affect reported profits and management behavior, so investors watch plan size and rules closely.

independent registered public accounting firm financial

"appointment of Deloitte & Touche LLP as independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

contingent value rights financial

"Celgene Contingent Value Rights | CELG RT | New York Stock Exchange"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false000001427200000142722026-05-052026-05-050000014272bmy:CelgeneContingentValueRightsMember2026-05-052026-05-050000014272bmy:Three363NotesDue2033Member2026-05-052026-05-050000014272bmy:Two973NotesDue2030Member2026-05-052026-05-050000014272bmy:Three857NotesDue2038Member2026-05-052026-05-050000014272us-gaap:CommonStockMember2026-05-052026-05-050000014272bmy:One750NotesDue2035Member2026-05-052026-05-050000014272bmy:Four581NotesDue2055Member2026-05-052026-05-050000014272bmy:Four289NotesDue2045Member2026-05-052026-05-05

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

FAQ

What did Bristol-Myers Squibb (BMY) shareholders decide about the board of directors?

Shareholders elected all 11 director nominees to serve until the 2027 annual meeting. Each nominee received more than 1.46 billion votes in favor, with relatively small numbers of votes against or abstentions and a large broker non-vote reported.

How did Bristol-Myers Squibb (BMY) shareholders vote on executive compensation?

Shareholders approved the advisory vote on named executive officer compensation. The proposal received 1,459,162,310 votes for, 72,490,026 against, and 6,933,061 abstentions, with 234,927,659 broker non-votes, indicating majority support for the company’s pay practices.

Was Bristol-Myers Squibb’s 2026 stock award and incentive plan approved by shareholders?

Yes. The 2026 stock award and incentive plan was approved with 1,470,672,957 votes for, 63,896,918 against, and 4,015,522 abstentions, plus 234,927,659 broker non-votes. This authorization supports future equity and incentive-based compensation programs.

Did Bristol-Myers Squibb (BMY) shareholders ratify Deloitte & Touche as auditor for 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026. The ratification received 1,706,279,839 votes for, 63,727,901 against, and 3,505,316 abstentions, confirming continued auditor engagement for the year.

What happened to the Bristol-Myers Squibb shareholder proposal for an independent board chair?

The shareholder proposal to require the board chairperson to be an independent director did not pass. It received 422,069,323 votes for, 1,109,378,680 against, and 7,137,394 abstentions, with 234,927,659 broker non-votes, so the current board chair structure remains unchanged.

Which securities of Bristol-Myers Squibb are listed on the New York Stock Exchange?

Listed securities include common stock with $0.10 par value under symbol BMY, Celgene contingent value rights under CELG RT, and several series of notes such as 2.973% notes due 2030 (BMY/30) and 3.363% notes due 2033 (BMY/33).

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 19.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 30.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 22.1 KB