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 | |