BRISTOL-MYERS SQUIBB COMPANY (OTCMKTS:BMYMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BRISTOL-MYERS SQUIBB COMPANY (OTCMKTS:BMYMP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain 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 1, 2018, the Board of Directors of Bristol-Myers Squibb Company (the “Company”) elected Jose Baselga, M.D., Ph.D., 58, to serve as a member of the Board of Directors, effective March 1, 2018. The size of the Board of Directors was increased to twelve, effective March 1, 2018, in connection with Dr. Baselga’s election.

Dr. Baselga has served as Physician-in-Chiefof Memorial Sloan-Kettering Cancer Center (“MSKCC”) and Professor of Medicine at Weill Cornell Medical College since January 2013. The Board of Directors has determined that Dr. Baselga is independent under the New York Stock Exchange Listing Standards and the independence standards adopted by the Board of Directors. Dr. Baselga will serve as a member of the Science and Technology Committee, effective March 1, 2018.

Dr. Baselga was not selected as a director to any arrangement or understanding between him and any other person. In connection with Dr. Baselga’s appointment, the Company reports the following related party transaction under item 404(a) of Regulation S-K. In the ordinary course of business, the Company has made both business and charitable payments to MSKCC, including for research studies and grants led by principal investigators affiliated with the hospital. For the year ended December 31, 2017, those amounts accounted for less than 0.3% of MSKCC’s revenues for the 2017 fiscal year. Other than the foregoing, there are no related party transactions between the Company and Dr. Baselga.

Dr. Baselga 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 $185,000 on the date of grant. In addition, he will receive an annual retainer of $15,000 for his service as a member of the Science and Technology Committee effective March 1, 2018.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

A copy of the press release announcing Dr. Baselga’s election is attached to this report as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.

Description

Press release dated March 1, 2018.


BRISTOL MYERS SQUIBB CO Exhibit
EX-99.1 2 s002105x1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   Bristol‑Myers Squibb Names José Baselga,…
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About BRISTOL-MYERS SQUIBB COMPANY (OTCMKTS:BMYMP)

Bristol-Myers Squibb Company is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products. The Company’s pharmaceutical products include chemically synthesized drugs, or small molecules, and products produced from biological processes called biologics. Small molecule drugs are administered orally in the form of a pill or tablet. Biologics are administered to patients through injections or by infusion. It offers products for a range of therapeutic classes, which include virology, including human immunodeficiency virus (HIV) infection; oncology; immunoscience; cardiovascular, and neuroscience. Its late-stage investigational compounds that are in Phase III clinical trials include Beclabuvir, BMS-663068 and Prostvac.

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