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): November 2, 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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
(a)
Effective November 2, 2016, the Board of Directors of Bristol-Myers Squibb Company (the “Company”) adopted and approved an amendment to the Company’s Bylaws to re-designate Section 58 as Section 59 and add a new Section 58 that provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (i) derivative actions brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders, creditors or other constituents, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Amended and Restated Certificate of Incorporation or Bylaws (as either may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine.

The foregoing description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
3.1
  
Bylaws, effective as of November 2, 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: November 4, 2016
By:      
/s/ Katherine. R. Kelly
   
Name: Katherine R. Kelly
   
Title:   Corporate Secretary



EXHIBIT INDEX
 
   
 Exhibit No.    Description
     
3.1
  
Bylaws, effective as of November 2, 2016.