BRISTOL MYERS SQUIBB CO 8-K

What Happened Bristol Myers Squibb Co. (BMY) filed an 8-K on May 8, 2026 reporting the results of its Annual Meeting held May 5, 2026. All 11 director nominees were elected to serve until the 2027 Annual Meeting. Shareholders also approved the advisory "say-on-pay" vote and the company’s 2026 stock award and incentive plan, ratified Deloitte & Touche LLP as auditor for 2026, and rejected a shareholder proposal to require an independent board chair.

Key Details

• Director elections: all 11 nominees elected. "For" votes ranged from 1,462,672,450 to 1,527,736,604; broker non-votes totaled 234,927,659.
• Advisory vote on executive compensation: approved — For 1,459,162,310; Against 72,490,026; Abstain 6,933,061; Broker non-vote 234,927,659.
• 2026 stock award and incentive plan: approved — For 1,470,672,957; Against 63,896,918; Abstain 4,015,522; Broker non-vote 234,927,659.
• Auditor ratification: Deloitte & Touche LLP appointed for 2026 — For 1,706,279,839; Against 63,727,901; Abstain 3,505,316.
• Independent chair proposal: not approved — For 422,069,323; Against 1,109,378,680; Abstain 7,137,394; Broker non-vote 234,927,659.

Why It Matters These votes confirm management and the board retained shareholder support on governance, compensation and the new equity plan, which can affect executive incentives and potential share dilution. Ratification of Deloitte & Touche LLP keeps the company’s auditor in place for 2026. The rejection of the independent-chair proposal indicates shareholders did not require a board policy change on chair independence at this time — a notable governance signal for investors monitoring board structure and oversight.