8-K

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): January 20, 2015

BRISTOL-MYERS SQUIBB COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-1136	22-0790350
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

345 Park Avenue

New York, NY, 10154

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (212) 546-4000

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (c)On January 20, 2015, James M. Cornelius notified Bristol-Myers Squibb Company (the “Company”) that he will not stand for re-election to the Board of Directors at the 2015 Annual Meeting of Stockholders, which is expected to be held on May 5, 2015.

Additionally, on January 20, 2015, the Company announced the retirement of Lamberto Andreotti as Chief Executive Officer, effective May 5, 2015.  Mr. Andreotti will remain an officer of the Company for a transition period through August 3, 2015 during which he will be working closely with the new Chief Executive Officer.  Mr. Andreotti will continue to be a member of the Company’s Board and the Board of Directors has elected him to become Executive Chairman of the Board effective May 5, 2015 and Non-Executive Chairman of the Board effective August 3, 2015 following his retirement as an officer of the Company.  The Board will determine Mr. Andreotti’s new compensation arrangements at a later time.

On January 20, 2015, the Company also announced that Giovanni Caforio, M.D., Chief Operating Officer of the Company, has been designated as the Company’s Chief Executive Officer, effective May 5, 2015.

Dr. Caforio is 50 years old and has served as the Company’s Chief Operating Officer since June 2014.  He served as Executive Vice President and Chief Commercial Officer from November 2013 to June 2014.  From October 2011 to November 2013, he served as President, U.S.  He held the position of Senior Vice President, Global Commercialization and Immunology from May 2010 to October 2011.  Prior to that, he served as Senior Vice President, Oncology, U.S. and Global Commercialization from March 2009 to May 2010.  From January 2007 to March 2009 he served as Senior Vice President, U.S. Oncology and from May 2004 to January 2007, he served as Senior Vice President, European Marketing and Brand Commercialization.

The Board will determine Dr. Caforio’s new compensation arrangement at a later time.

There are no arrangements or understandings between Dr. Caforio and any other persons pursuant to which he was selected as Chief Executive Officer.  There are no related party transactions between the Company and Dr. Caforio and there are no family relationships between Dr. Caforio and any director or executive officer of the Company.

A copy of the press release announcing the retirement of James M. Cornelius from the Board, the retirement of Lamberto Andreotti as Chief Executive Officer and his election as Chairman of the Board, the designation of Giovanni Caforio, M.D. as Chief Executive Officer and the election of Togo D. West, Jr. as Lead Independent Director is attached to this report as Exhibit 99.1.

Item 8.01Other Events.

On January 20, 2015, the Board of Directors elected Togo D. West, Jr. to serve as Lead Independent Director effective upon Mr. Andreotti assuming the role of Chairman of the Board in May.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release dated January 20, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRISTOL-MYERS SQUIBB COMPANY
Dated: January 23, 2015	By: /s/ Sandra Leung
	Name: Sandra Leung
	Title: General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 20, 2015.

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EX-99.1

Exhibit 99.1

Bristol-Myers Squibb Appoints Giovanni Caforio, M.D., Chief Executive Officer Effective May 5; Lamberto Andreotti to Become Chairman

(NEW YORK, January 20, 2015) — Bristol-Myers Squibb Company (NYSE: BMY) today announced a number of leadership changes approved by its board of directors and effective at the close of the annual Shareholders’ Meeting on May 5.

·Giovanni Caforio, M.D., 50, will become chief executive officer of the company.

·Lamberto Andreotti, 64, will become executive chairman of the board of directors on May 5 and will continue to serve as chairman after his retirement on August 3.

·James M. Cornelius, 71, has chosen not to stand for re-election as non-executive chairman and will retire from the board.

·Togo D. West, Jr., 72, will become the lead independent director on the company’s board.

“I want to thank Jim Cornelius for his many years at BMS,” Andreotti said. “Through his leadership and strategic vision, Jim oversaw the successful transformation of our company. As CEO of Bristol-Myers Squibb, I am grateful to have had his guidance as a mentor and a friend.”

“I also want to express my excitement that Giovanni has been appointed to succeed me as CEO,” Andreotti said.  “I have a high level of confidence in Giovanni that is shared by everyone who has seen him consistently and successfully drive performance. He has an unmatched breadth and depth of experience. From his start in a medical role to his experience as a general manager to his roles as chief commercial officer and chief operating officer, Giovanni has demonstrated a unique ability to work across the organization to bring innovative medicines to patients.”

“I am honored to have the privilege to lead this great company,” Caforio said. “Lamberto has led the successful transformation of BMS from a broad-based health care company to a Diversified Specialty BioPharma leader with his passion for our business, our people and, most

importantly, our patients. I look forward to working with our very talented team of people at BMS to build on what we’ve accomplished, to deliver on the promise of our innovative portfolio and to continue to make a real difference for our patients.”

“This is an extraordinary company of talented people with incomparable passion and dedication to helping patients,” Cornelius said. “With Giovanni’s appointment as CEO and Lamberto’s appointment as chairman, we ensure the continuation of both the leadership and strategy that have made BMS successful.”

Caforio brings a broad range of experience to his role as CEO. Through ever-expanding roles, Caforio has made significant contributions to improving the company’s strategic focus and operational performance. He helped build the company’s leadership in immuno-oncology through his roles in U.S. and Global Oncology.  As chief commercial officer and chief operating officer he led the transformation of the company’s global commercial organization into one uniquely designed to be able to differentially invest in the most important opportunities.  As a member of the company’s Senior Management Team since 2011 and the company’s board of directors since 2014, Caforio has been integral in shaping the company’s successful transformation to a Diversified Specialty BioPharma company.  A trained physician, Caforio began his career in Medical Affairs at Abbott Laboratories. He joined Bristol-Myers Squibb in 2000 as vice president and general manager, Italy. Caforio earned his M.D. from the University of Rome prior to joining the pharmaceutical industry.

Andreotti joined Bristol-Myers Squibb in 1998 as vice president and general manager, Italy and European Oncology. He held a number of roles of increasing responsibility and was elected to the board of directors in March 2009. He became CEO in May 2010. He also sits on the board of directors of E. I. du Pont de Nemours and Company.

Cornelius has been non-executive chairman since May 2010. He served as chairman and chief executive officer from February 2008 to May 2010 and served as our chief executive officer from September 2006 to February 2008. Cornelius is the non-executive chairman of the board of directors of Mead Johnson Nutrition Company.

About Bristol-Myers Squibb

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information, please visit www.bms.com or follow us on Twitter at http://twitter.com/bmsnews.

Contact:

Bristol-Myers Squibb

Media: Jennifer Fron Mauer, 609-252-6579, jennifer.mauer@bms.com; or Ken Dominski, 609-252-5251, ken.dominski@bms.com.

or

Investors: John Elicker, 609-252-4611,  john.elicker@bms.com; or Ranya Dajani, 609-252-5330, ranya.dajani@bms.com.