Delaware
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22-0790350
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item 3. |
Incorporation of Documents by Reference.
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 10, 2021,
including the information specifically incorporated by reference into that Annual Report on Form 10-K from the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 25, 2021.
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(b)
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than information contained in Current Reports on Form 8-K that is deemed furnished
and not filed, since the end of the fiscal year covered by the annual report referred to in (a) above, including the Registrant’s Current Reports on Form 8-K filed on January 4, 2021, January 11, 2021,
February 2, 2021, February 4, 2021 (two Current Reports), February 10,
2021, February 22, 2021, February
23, 2021, March 4, 2021, April
29, 2021 and May 4, 2021, and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (filed with the
Commission on April 29, 2021).
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(c)
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The description of the Registrant’s shares of Common Stock, which is contained under the caption “Description of Capital Stock – Bristol-Myers Squibb Common Stock” in the “Description of Bristol-Myers Squibb Company’s securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934,” filed as Exhibit 4a to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, filed with the Commission on February 10, 2021, including any amendment or report filed for the purpose of updating such description.
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Item 5. |
Interests of Named Experts and Counsel
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Item 6. |
Indemnification of Directors and Officers.
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Item 8. |
Exhibits.
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Exhibit
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Number
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Description
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Amended and Restated Certificate of Incorporation of Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2005).
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Certificate of Correction to the Amended and Restated Certificate of Incorporation, effective as of December 24, 2009 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2010).
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||
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2010 (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 10,
2010).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2010 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 10,
2010).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 4, 2021 (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 4,
2021).
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Bylaws of Bristol-Myers Squibb Company, as amended as of May 4, 2021 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 4, 2021).
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Opinion of Katherine R. Kelly, Esq., the Company’s Vice President and Corporate Secretary.
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Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm.
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Consent of Katherine R. Kelly, Esq., the Company’s Vice President and Corporate Secretary (included in Exhibit 5.1).
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Powers of Attorney (included in the signature pages hereof).
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Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit B to Bristol Myers-Squibb Company’s Definitive Proxy Statement filed on March 25, 2021).
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BRISTOL-MYERS SQUIBB COMPANY
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By:
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/s/ Sandra Leung
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Sandra Leung
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Executive Vice President and General Counsel
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SIGNATURE
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TITLE
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DATE
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||
/s/ Giovanni Caforio, M.D.
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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May 4, 2021
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||
Giovanni Caforio, M.D.
|
||||
/s/ David V. Elkins
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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May 4, 2021
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David V. Elkins
|
||||
/s/ Karen Santiago
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Senior Vice President and Corporate Controller (Principal Accounting Officer)
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May 4, 2021
|
||
Karen Santiago
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||||
/s/ Peter J. Arduini
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Director
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May 4, 2021
|
||
Peter J. Arduini
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/s/ Michael W. Bonney
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Director
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May 4, 2021
|
||
Michael W. Bonney
|
||||
/s/ Julia A. Haller, M.D.
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Director
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May 4, 2021
|
||
Julia A. Haller, M.D.
|
||||
/s/ Paula A. Price
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Director
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May 4, 2021
|
||
Paula A. Price
|
||||
/s/ Derica W. Rice
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Director
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May 4, 2021
|
||
Derica W. Rice
|
||||
/s/ Theodore R. Samuels
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Director
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May 4, 2021
|
||
Theodore R. Samuels
|
||||
/s/ Gerald L. Storch
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Director
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May 4, 2021
|
||
Gerald L. Storch
|
||||
/s/ Karen H. Vousden, Ph.D.
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Director
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May 4, 2021
|
||
Karen H. Vousden, Ph.D.
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||||
/s/ Phyllis R. Yale
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Director
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May 4, 2021
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||
Phyllis R. Yale
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By:
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Bristol-Myers Squibb Company
|
|
Savings Plan Committee
|
Signature
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Title
|
/s/ Jeffrey Galik
Jeffrey Galik*
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Senior Vice President and Treasurer (Chairman of the Plan Committees)
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/s/ Lisa S. Goldey
Lisa S. Goldey*
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Senior Vice President, Total Rewards and People Services
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/s/ Robert Owens
Robert Owens*
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Vice President and Assistant Controller, Financial Reporting & Technical Accounting
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/s/ Scott Grisin
Scott Grisin*
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Assistant Treasurer, Executive Director, Pension and Savings
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/s/ Jane Davila
Jane Davila*
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Vice President, Global Benefits & Talent Mobility COE
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/s/ Amanda Poole
Amanda Poole*
|
Senior Vice President, Commercialization & Hematology Human Resources
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/s/ Gayle Gironda
Gayle Gironda*
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Vice President, HR Business Partner for Hematology and Global Market Access
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*
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Members of Bristol-Myers Squibb Company Savings Plan Committee, signing in that capacity on behalf of the Bristol-Myers Squibb Company Savings and Investment Program, the
Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program.
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|
|
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Re:
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Bristol-Myers Squibb Company: Common Stock Issuable Under the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan
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Very truly yours,
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/s/ Katherine R. Kelly
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Katherine R. Kelly
|
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Vice President and
Corporate Secretary
Bristol-Myers Squibb Company
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/s/ Deloitte & Touche LLP
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Parsippany, New Jersey
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May 3, 2021
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