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  • Doug Chia

Notes from the Bristol-Myers Squibb 2020 (Virtual) Annual Meeting

Updated: Jun 18

Since I wasn't able to attend this morning's Annual Meeting of Bristol-Myers Squibb Company, I received a report from a friend who did attend. According to him, it went smoothly.


Notice of Change to Virtual-Only


The meeting was originally supposed to take place at on Tuesday, May 5 at 10:00 a.m. EDT at the company's facility in Princeton, NJ. On April 14, the company notified shareholders that due to the "ongoing developments related to the coronavirus or COVID-19, including protocols that federal, state and local governments have imposed, to protect the health and well-being of our shareholders, directors, employees and the public," the 2020 annual meeting "has been changed and will be conducted solely online by remote communication, in a virtual only format," at the original date and time. (A separate press release that day specified that the virtual meeting would be audio-only.) The notice provided the web address for the meeting and explained that shareholders would need their control number to enter. It said that guests could join listen-only mode. It also said:


Once admitted, you may submit questions, vote or view our list of shareholders during the Annual Meeting by following the instructions that will be available on the meeting website. To submit a question before the meeting, visit www.proxyvote.com with your 16-digit control number and select the “Submit a Question for Management” option. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/BMY2020, enter your 16-digit control number and type your question into the “Ask a Question” field and click “Submit.” The company will provide direct and specific information to shareholder proponents on how they can present their shareholder proposals during the meeting.


Technical Support

The notice let shareholders know:


If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the meeting log in page. Technical support will be available beginning at 9:30 a.m. Eastern Time on May 5, 2020 and will remain available until the meeting has ended.


That's an important piece to add. I had trouble getting into another virtual-only meeting and could not find instructions on how to get help, so I ended up having to attend a a guest, even though I was a shareholder and would have liked to have voted.


The Proceedings


The meeting started with a business presentation. All directors were on in attendance.


Both during the formal part of the meeting and during the general Q&A, shareholders were able to submit questions in writing through the meeting website, and the questions were answered orally at the meeting.


Shareholder Proposals


There were two shareholder proposals, and both proponents called in by phone to present them. The company gave each one up to three minutes. One little glitch was that there were long pauses between when the Chairman recognized the proponents to speak and when they actually started speaking. There was probably some confusion going on between the operator and the proponent as to when the proponent was taken off listen-only mode, so the proponent was waiting for someone to prompt him/her to start speaking. I'm told this happens a lot, so it's something that should be clarified for all involved ahead of time.


Voting Results


The voting results were announced before the meeting adjourned:


All director nominees were re-elected with at least 81% support.

Say on Pay received 92% support.

Appointment of the independent audit firm was ratified with 96% support.

Shareholder proposals:

  • Adoption of a Board Policy that the Chairperson of the Board be an Independent Director received 44% support.

  • Shareholder Right to Act by Written Consent received 43% support.


Q&A


The general Q&A session took place after the formal meeting adjourned, and there were many questions, all of which were answered. Management said they would post responses on the company's website to any questions they couldn’t get to during the live Q&A, but it appears they got to all of them.

One shareholder asked how many shareholders were in attendance online. The answer given was 101.


The entire meeting lasted just over an hour, with the business presentation and formal meeting taking 30-35 minutes, and the general Q&A going on until about 11:05 a.m.


What's described above is probably going to be typical of what you will see at the largest public companies' virtual annual meetings this year.


(Congratulations to Sandy, Kate, and the rest of the team at Bristol-Myers. Hope to see you back here in Princeton next year!)

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