Date: 2017-02-21
Type of information: Nomination
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Company: BMS (USA - NY)
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Type agreement: nomination
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Details: * On February 21, 2017, BMS announced that it has appointed Robert J. Bertolini, Matthew W. Emmens and Theodore R. Samuelsto its Board of Directors, effective immediately. In connection with these appointments, the Board will temporarily expand to 14 directors until the 2017 Annual Meeting, to be held on May 2, 2017. Only 11 directors will stand for election at the meeting. BMS also announced that it has entered into an accelerated share repurchase program to repurchase, in aggregate, $2 billion of Bristol-Myers Squibb’s common stock. BMS noted that, since JANA Partners became a BMS shareholder in the fourth quarter of 2016, members of the Board and management have engaged in discussions with representatives of JANA to better understand their views. The Board appointments follow discussions between the two parties regarding the Board. Bob Bertolini, who currently serves on the boards of Charles River Laboratories and Actelion Pharmaceuticals, is the former president and CFO of Bausch & Lomb. Previously, Bertolini served as executive vice president and CFO at Schering-Plough Corporation and as a Partner and Pharmaceutical Industry Practice Leader at PricewaterhouseCoopers. He brings extensive financial and accounting expertise and significant strategic and operational leadership experience in the biopharmaceutical industry to the Board of BMS. Matthew W. Emmens is the former chairman, president and CEO of Vertex Pharmaceuticals. Prior to Vertex, Emmens served as chairman and CEO of Shire Pharmaceuticals and as president and CEO of Astra Merck, the joint venture between Merck and Astra AB. He brings to the Board of BMS more than 40 years of experience in the biopharmaceutical industry, with significant management, business development and operations expertise. Theodore R. Samuels, who currently serves on the boards of Perrigo Company plc and Stamps.com, has more than 35 years of financial industry experience. As the former president of Capital Guardian Trust Company and a former global equity portfolio manager at Capital Group, Samuels has extensive business and operational experience, particularly with respect to economics, capital markets and investment decision making. Morgan Stanley is serving as financial advisor to BMS and Kirkland & Ellis LLP is serving as legal counsel. Covington & Burling LLP is serving as legal counsel to BMS in connection with the ASR.
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