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):  June 20, 2016

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):
  

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

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

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

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

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

(c) On June 20, 2016, Bristol-Myers Squibb Company (the “Company”) announced that Mr. Murdo Gordon, Senior Vice President and Head of Worldwide Markets has been appointed Executive Vice President and Chief Commercial Officer, a newly created position, effective June 21, 2016. Mr. Gordon, 50, joined the Company in 1989 and spent his first 14 years at the Company’s Canada operations, where he held positions of increasing responsibility in sales and marketing. In 2003, he moved into the Company’s U.S. operations, where he held senior commercial leadership positions in cardiovascular, neuroscience and market access. From 2011 through 2013, Mr. Gordon served as Senior Vice President, Oncology and Immunoscience, and from 2013 through 2015, he served as President, U.S. There are no arrangements or understandings between Mr. Gordon and any other persons pursuant to which he was selected as an officer. There are no related party transactions between the Company and Mr. Gordon.

Effective June 21, 2016, and in connection with Mr. Gordon’s promotion to Executive Vice President and Chief Commercial Officer, Mr. Gordon will receive the following compensation:

· An annual base salary of $786,500;

· An annual target incentive award under the Company’s Senior Executive Performance Incentive Plan or any successor annual bonus plan with a target incentive opportunity of 100% of his base salary based on the attainment of one or more pre-established performance goals established by the Board of Directors of the Company (the “Board”) or a Board Committee;

· Participation in the Company’s annual long-term incentive award program, including eligibility to receive grants of performance share units and market share units, the terms of which will be based on the Company’s standard forms of equity award agreements under its 2012 Stock Award and Incentive Plan; and

· Change-in-control and severance benefits in the event of involuntary termination without cause in the same form as provided to the Named Executive Officers of the Company.

A copy of the press release announcing Mr. Gordon’s appointment is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated June 20, 2016

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: June 20, 2016	By:	/s/ Katherine R. Kelly
		Name:	Katherine R. Kelly
		Title:	Associate General Counsel and
			Corporate Secretary

EX-99.1

Exhibit 99.1

Murdo Gordon Appointed Executive Vice President and Chief Commercial Officer

(NEW YORK, June 20, 2016) - Bristol-Myers Squibb Company (NYSE: BMY) today announced that Murdo Gordon has been appointed executive vice president and chief commercial officer, a newly created position, effective June 21, 2016. Gordon will be responsible for leading the execution of commercial strategy across geographies. In this role, he will lead our Worldwide Markets in addition to a new Worldwide Commercialization team. Gordon will continue to report to Giovanni Caforio, M.D., chief executive officer, and remain a member of his Leadership Team. Gordon most recently co-led the commercial organization as Head of Worldwide Markets.

“Murdo has demonstrated tremendous success driving commercial excellence at Bristol-Myers Squibb, and built strong relationships with our markets across the world,” said Caforio. “Murdo has made significant contributions to our success in Immuno-Oncology and Eliquis, and I am confident his leadership will help drive continued growth and deliver our medicines to more patients faster.”

Gordon joined Bristol-Myers Squibb in 1989 and spent the first 14 years at the company in Canada where he held positions of increasing responsibility in sales and marketing. Gordon moved into the company’s U.S. operations in 2003 where he held senior commercial leadership positions in cardiovascular, neuroscience and market access. He led strategy and commercial operations as senior vice president for U.S. oncology and immunoscience from 2011 to 2013, and served as president, U.S. from 2013 to 2015. Murdo is a member of the Board of Directors of RWJBarnabas Health and received a BSc in Cell and Molecular Biology from Concordia University, Montreal, and also attended the General Management Program, CEDEP at INSEAD, Fontainebleau, France.

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 about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube and Facebook.

Contacts

Bristol-Myers Squibb

Media:

Ken Dominski, 609-252-5251, ken.dominski@bms.com

Investors:

Bill Szablewski, 609-252-5894, william.szablewski@bms.com