2024 Annual Meeting of Shareholders
The 2024 Annual Meeting of Shareholders was held on May 7, 2024. Please see below for the Summary of Proceedings.
A replay of the webcast is available here.
Summary of Proceedings
Presiding: Christopher S. Boerner, Ph.D., Board Chair and Chief Executive Officer
Attendance:
A total of 1,756,295,287 shares of the company’s common stock and $2.00 convertible preferred stock were represented at the meeting in person or by proxy. This attendance constituted approximately 86.6% of the shares outstanding and entitled to vote at the meeting.
Election of the Board of Directors:
Nominated and elected to serve as directors of the company until the 2025 Annual Meeting were Peter J. Arduini, Deepak L. Bhatt, M.D., M.P.H., Christopher S. Boerner, Ph.D., Julia A. Haller, M.D., Manuel Hidalgo Medina, M.D., Ph.D., Paula A. Price, Derica W. Rice, Theodore R. Samuels, Karen H. Vousden, Ph.D. and Phyllis R. Yale. Each nominee for director received a “FOR” vote of at least 93.1% of the shares voted.
Management Proposals:
The management proposal on the advisory vote to approve the compensation of our named executive officers was approved by a vote of 1,398,917,461 shares in favor, with 82,961,647 shares against, 7,843,741 shares abstaining and 266,572,438 broker non-votes.
The appointment of Deloitte & Touche LLP as independent registered public accounting firm for the company for the year 2024 was ratified by a vote of 1,706,412,572 shares in favor, with 45,388,759 shares against and 4,493,956 shares abstaining.
The management proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care was approved by a majority of the outstanding shares, with a vote of 1,256,661,971 shares in favor, 227,187,844 shares against, 5,873,034 shares abstaining and 266,572,438 broker non-votes.
Shareholder Proposals:
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 a vote of 472,322,369 shares in favor, with 1,011,335,836 shares against, 6,064,644 shares abstaining and 266,572,438 broker non-votes.
The shareholder proposal on Executive Retention of Significant Stock was not approved based upon a vote of 573,933,418 shares in favor, with 908,578,794 shares against, 7,210,637 shares abstaining and 266,572,438 broker non-votes.
Materials on this website may contain information about the Company’s future plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Forward-looking statements contained on this website should be evaluated together with the many uncertainties that affect Bristol Myers Squibb's business, particularly those identified in the cautionary factors discussion in the company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. These documents are available from the Securities and Exchange Commission, the Bristol Myers Squibb website or from Bristol Myers Squibb Investor Relations.
In addition, any information contained on this website was current as of the date presented and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change, whether as a result of new information, future events or otherwise. Consequently, the company will not update the information contained on the website and investors should not rely upon the information as current or accurate after the presentation date. The website may also contain certain non-GAAP financial measures, adjusted to exclude certain costs, expenses, gains and losses and other specified items. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures for a particular quarterly period are available on the company’s website at www.bms.com.