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.
Bristol-Myers Squibb Company (the Company) temporarily increased
the size of the Board from eleven directors to fourteen directors
until the 2017 annual meeting of stockholders and appointed
Messrs. Robert J. Bertolini, Matthew W. Emmens and Theodore R.
Samuels as members of the Board to fill the newly created
directorships, effective immediately. Each of Messrs. Bertolini,
Emmens and Samuels will serve as directors until the 2017 annual
meeting of stockholders and until his successor is duly elected
and qualified. At the 2017 annual meeting of stockholders, eleven
directors will stand for election, including Messrs. Bertolini,
Emmens and Samuels, and the size of the Board will return to
Bertolini, Emmens and Samuels qualify as independent directors
under the director independence standards set forth in the rules
and regulations of the Securities and Exchange Commission (the
SEC) and the applicable listing standards of the New York Stock
appointments for Messrs. Bertolini, Emmens or Samuels.
director to any arrangement or understanding between him and any
other person. There are no related party transactions between the
Company and any of Messrs. Bertolini, Emmens or Samuels.
compensation for his services on the Board in accordance with the
Companys 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, each of Messrs. Bertolini, Emmens
and Samuels will receive a pro rata portion of the 2016 annual
deferred share unit award.
into accelerated share repurchase agreements with each of Morgan
Stanley Co. LLC and Goldman, Sachs Co. to repurchase, in
aggregate, $2.0 billion of the Companys shares of common stock.
Approximately 80% of the shares to be repurchased under the
transaction will be received by the Company on February 28, 2017.
The final settlement of the transactions under the agreements is
expected to be completed prior to the end of the second quarter
of 2017, at which time the total number of the Companys shares
repurchased under the agreements will be determined based on a
discount to the volume-weighted average price of the Companys
common stock during the term of the repurchase transactions.
the Companys existing share repurchase authorization, as
previously announced on October 27, 2016.
announce the appointment of Messrs. Bertolini, Emmens and Samuels
to the Board and the entry into the accelerated share repurchase
agreements. A copy of the press release is attached as Exhibit
the meaning of the Private Securities Litigation Reform Act of
1995 regarding, among other things, statements relating to goals,
plans and projections regarding the Companys financial position,
results of operations, market position, product development and
business strategy. These statements may be identified by the fact
that they use words such as “anticipate”, “estimates”,
“should”, “expect”, “guidance”, “project”, “intend”,
“plan”, “believe” and other words and terms of similar
meaning in connection with any discussion of future operating or
financial performance. 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.
continuing implementation of governmental laws and regulations
related to Medicare, Medicaid, Medicaid managed care
organizations and entities under the Public Health Service 340B
program, pharmaceutical rebates and reimbursement, market
factors, competitive product development and approvals, pricing
controls and pressures (including changes in rules and practices
of managed care groups and institutional and governmental
purchasers), economic conditions such as interest rate and
currency exchange rate fluctuations, judicial decisions, claims
and concerns that may arise regarding the safety and efficacy of
in-line products and product candidates, changes to wholesaler
inventory levels, variability in data provided by third parties,
changes in, and interpretation of, governmental regulations and
legislation affecting domestic or foreign operations, including
tax obligations, changes to business or tax planning strategies,
difficulties and delays in product development, manufacturing or
sales including any potential future recalls, patent positions,
the ultimate outcome of any litigation matter and our level of
indebtedness. These factors also include the Companys ability to
execute successfully its strategic plans, including its business
development strategy, the expiration of patents or data
protection on certain products, including assumptions about the
Companys ability to retain patent exclusivity of certain
products, and the impact and result of governmental
investigations. There can be no guarantees with respect to
pipeline products that future clinical studies will support the
data described in this release, that the compounds will receive
necessary regulatory approvals, or that they will prove to be
commercially successful; nor are there guarantees that regulatory
approvals will be sought, or sought within currently expected
timeframes, or that contractual milestones will be achieved. For
further details and a discussion of these and other risks and
uncertainties, see the Company’s periodic reports, including the
annual report on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, filed with or furnished to the SEC.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new
information, future events or otherwise.
Press release dated February 21, 2017
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. Bristol-Myers Squibb Company (OTCMKTS:BMYMP) Recent Trading Information
Bristol-Myers Squibb Company (OTCMKTS:BMYMP) closed its last trading session 00.00 at 913.85 with shares trading hands.