Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “Annual Meeting” or “2024 Annual Meeting”) will be held virtually on May 7, 2024, at 10:00 a.m. Eastern Time for the following purposes as set forth in the accompanying Proxy Statement:

Holders of record of our common and preferred stock at the close of business on March 14, 2024, will be entitled to vote at the meeting.

This year’s Annual Meeting will be held in a virtual-only meeting format. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/BMY2024 and enter the 16-digit control number included on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. Guests may join the Annual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the virtual meeting. Once admitted, you may submit questions or vote during the Annual Meeting by following the instructions that will be available on the meeting website. You may log into the meeting platform beginning at 9:50 a.m. Eastern Time on May 7, 2024. 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/BMY2024, 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.

By Order of the Board of Directors

 

Senior Vice President and Corporate Secretary

 

 

 

Our Board of Directors (the “Board”) has nominated 10 current directors, Peter J. Arduini, Deepak L. Bhatt, M.D., M.P.H., Christopher Boerner, Ph.D., Julia A. Haller, M.D., Manuel Hidalgo Medina, M.D., Ph.D., Paula A. Price, Derica W. Rice, Theodore R. Samuels, Karen H. Vousden, Ph.D., and Phyllis R. Yale, to serve as directors of Bristol Myers Squibb. Gerald L. Storch will retire from the Board effective after the Annual Meeting. Giovanni Caforio, M.D., our current Executive Board Chair, will retire from the Board on April 1, 2024, and the size of the Board will be reduced to 11 directors. All of our nominees are willing to serve as directors and have consented to being named in our proxy materials. When elected, these directors will hold office until the 2025 Annual Meeting or until their successors are duly elected.

We believe that tone is set at the top, so we begin this section on our Board by introducing you to who we are. We follow that with sections on how our directors are selected and elected, how we govern and are governed, how we are organized, how you can communicate with us and how we are paid. We ask in Item 1 for your voting support so we can continue our important work and build on our significant successes in 2024.

 

 

Our 10 Director nominees provide the Board with a comprehensive diversity of background.

 

The following biographies of our director nominees reflect their Board Committee membership and Chair positions as of the date of this year’s Annual Meeting. Each of our Board members has experience and skills in the enumerated categories included in our skills matrix chart above; however, we have designated in the biographies only the top three to five skills to indicate that a director has particular strength in those areas.

Our executives and employees put a great deal of thought into talent recruitment and retention, and we at the Board level are similarly committed to identifying and attracting the best directors for our company. In the subsections that follow we describe our standards, policies and processes designed to achieve this goal.

A majority of the votes cast is required to elect directors. To be eligible for nomination to the Board, all director nominees must submit an irrevocable resignation, contingent on (A) that person not receiving a majority of the votes cast in an election that is not a Contested Election, and (B) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Committee on Directors and Corporate Governance, without participation by any director tendering their resignation, will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board, without participation by any director tendering their resignation, will act on the resignation, taking into account the committee’s recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. BMS will publicly disclose the Board’s decision and, if such resignation is rejected, the reasons for that decision in a broadly disseminated press release that will also be furnished to the U.S. Securities and Exchange Commission (SEC) on Form 8-K within 90 days after the certification of the shareholder vote. The Committee on Directors and Corporate Governance, in making its recommendation, and the Board, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.

As specified in our Corporate Governance Guidelines, members of our Board should be persons with broad experience in areas important to the operation and long-term success of our company. These include areas such as business, science, medicine, finance/accounting, law, business strategy, crisis management, risk management, corporate governance, education or government. Board members should possess qualities reflecting integrity, independence, leadership, good business judgment, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work well with others. The Corporate Governance Guidelines also express the Board’s belief that its membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity.

In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of director independence. Under our Corporate Governance Guidelines and the New York Stock Exchange (“NYSE”) listing standards, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company. In March 2024, the Board considered all commercial and charitable relationships of our independent directors and director nominees, including the following relationship, which was deemed immaterial under our categorical standards:

The Board determined that none of our independent directors had any relationships that would impair their independence under the NYSE’s independence standards or otherwise.

 

The Committee on Directors and Corporate Governance regularly assesses the appropriate size and composition of our Board. This assessment incorporates the results of the Board’s annual evaluation process, which are described more fully under “Annual Evaluation Process” beginning on page 13. The Committee also considers succession planning for its directors.

In connection with the Board’s ongoing director identification process, the Committee on Directors and Corporate Governance, in consultation with the Board Chair, conducts an initial evaluation of prospective nominees against the established Board membership criteria discussed above. The Committee also reviews the skills of the current directors and compares them to the particular skills of potential candidates, keeping in mind the Board’s commitment to maintain members of diverse experience and background. In particular, the Board is committed to identifying and evaluating highly qualified women and underrepresented ethnic group candidates as well as candidates with other diverse backgrounds, industry experience and unique characteristics.

Candidates may come to the attention of the Committee on Directors and Corporate Governance through current Board members, third-party search firms, management, shareholders or others. Search firms together with management and directors develop a candidate profile that includes the relevant skills and experiences being sought at that time and incorporates the Board membership criteria. Prospective candidates are identified based on the profile. Additional information relevant to the qualifications of prospective nominees may be requested from third-party search firms, other directors, management or other sources. After this initial evaluation, prospective nominees may be interviewed by telephone or in person by the members of the Committee on Directors and Corporate Governance, the Board Chair, the Lead Independent Director and other directors, as applicable. After completing this evaluation and interview process, the Committee on Directors and Corporate Governance makes a recommendation to the full Board as to the persons who should be nominated by our Board, and the full Board determines the nominees after considering the recommendation and any additional information it may deem appropriate.

As discussed below, following a thoughtful, ongoing succession planning and talent development discussion process that began in 2021, Dr. Christopher Boerner succeeded Dr. Giovanni Caforio as Chief Executive Officer of the Company, effective November 1, 2023. The Board also appointed Dr. Boerner as a member of the Board, effective May 2, 2023, and after thoughtful deliberation, approved the appointment of Dr. Boerner as Chair of the Board in addition to Chief Executive Officer, effective April 1, 2024. He was identified by the Board as a potential candidate for CEO and election to our Board. As part of this process, the Board retained the services of a third-party firm, which assisted with external benchmarking and other evaluation inputs.

In accordance with the Company’s Bylaws and other governing documents, the Board considers and evaluates qualified stockholder recommendations and nominations of candidates for election to the Board in substantially the same manner as other director nominees and will not impose unnecessary requirements for such candidates. Shareholder recommendations must be accompanied by disclosure, including written information about the recommended nominee’s business experience and background with consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, he or she will serve as a director. Stockholders should send their written recommendations of nominees accompanied by the required documents to: Bristol-Myers Squibb Company, Route 206 & Province Line Road, Princeton, NJ 08543, Attention: Corporate Secretary.

The Board is very focused on Board composition and refreshment to ensure that your Board has the best mix of skill sets, proficiencies and perspectives to deal with the ever-changing business dynamics of the company and external environment. The Board is also committed to increasing inclusion and diversity, both at the Board level and across the company. In particular, the Board is committed to identifying and evaluating highly qualified women and under-represented ethnic group candidates as well as candidates with other diverse backgrounds, industry experience and unique characteristics. Finally, the Board will continue to rely on our robust board assessment process to review and evaluate the performance and contributions of directors, which improves the overall effectiveness of the Board.

Following extensive engagement with our shareholders, our Board determined to adopt proxy access in 2016, permitting a shareholder or group of up to 20 shareholders holding at least 3% of our outstanding shares of common stock for at least three years to nominate a number of directors constituting the greater of two directors or 20% of the number of directors on our Board, as set forth in detail in our Bylaws. If you wish to propose any action pursuant to our proxy access bylaw provision, you must deliver a notice to BMS containing certain information set forth in our Bylaws, not less than 120 but not more than 150 days before the anniversary of the prior year’s filing of the proxy materials. For our 2025 Annual Meeting, we must receive this notice between October 29, 2024, and November 28, 2024. Shareholders should send their notices to our principal executive office: Bristol-Myers Squibb Company, Route 206 & Province Line Road, Princeton, NJ 08543, Attention: Corporate Secretary.

Our Board recognizes the critical role Board and Committee evaluations play in ensuring the effective functioning of our Board. It also believes in the importance of continuously improving the functioning of our Board and Board Committees. Under the leadership and guidance of our Lead Independent Director, the Committee on Directors and Corporate Governance continuously assesses the Board evaluation process. For the last few years, the formal Board evaluation process has included a written questionnaire for the Board and the Board Committees. In addition to the Board and Board Committee questionnaires, for individual director assessments, the Board Chair and Lead Independent Director engage in one-on-one discussions with each director regarding, without limitation, governance, Board functioning and effectiveness, interaction with management, meetings and materials and performance. The Lead Independent Director conveys directors’ feedback on an ongoing basis to our Board Chair and has regular one-on-one discussions with the other members of the Board. The formal 2023 Board and Committee evaluation processes were as follows:

Director education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation program to learn about our company, including our business, strategy and governance. The orientation program is led by senior business and functional leaders from all areas of the company, where strategic priorities and key risks and opportunities are discussed. All of our directors periodically attend site visits to one or more of our locations. On an ongoing basis, our directors receive presentations on a variety of topics related to their work on the Board and within the biopharmaceutical industry, both from senior management and from experts outside of the company. We also encourage all of our directors to enroll, at our expense, in continuing education programs provided by third parties.

Our business is managed under the direction of our Board pursuant to the Delaware General Corporation Law and our Bylaws. The Board has responsibility for establishing broad corporate policies and for the overall performance of our company. The Board keeps itself informed of company business through regular written reports and analyses from management, and regular discussions with the Chief Executive Officer and other company officers; by reviewing other materials provided by management and by outside advisors; and by participating in Board and Board Committee meetings.

 

Our Board meets regularly to discuss our company’s strategic direction and the issues and opportunities facing our company in light of trends and developments in the biopharmaceutical industry and the broader business environment. Our Board has been instrumental in determining our short-term and long-term company strategy.

Our Board is dedicated to oversight of risk management and is responsible for risk oversight as part of its fiduciary duty of care to monitor business operations effectively. Specifically, the Board plays a critical role in the determination of the types and appropriate levels of risk undertaken by the company. Some of the key risks the Board is focused on relate to: (i) potential legislative or other regulatory actions impacting the pharmaceutical industry in the U.S. and internationally, including related to drug pricing and access; (ii) intellectual property protection and upcoming losses of exclusivity; (iii) competition; (iv) business continuity; (v) key environmental, social and governance risks, inclusive of human capital management and our inclusion and diversity aspirational goals; and (vi) cybersecurity, among others.

Our Board administers its strategic planning and risk oversight function as a whole and through its Board Committees. The following are examples of how our Board Committees are involved in this process:

Our Board and Board Committees engage regularly with management on risks to the business, including the risks described above.

The Compensation and Management Development Committee annually conducts a worldwide review of our material compensation policies and practices. Based on this review, the Committee concluded that our material compensation policies and practices are not reasonably likely to have a material adverse effect on the company. On a global basis, our compensation policies and practices contain many design features that mitigate the likelihood of inducing excessive or inappropriate risk-taking behavior. These features include:

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting Bristol Myers Squibb and to act on matters requiring Board approval. It also holds special meetings when important matters require Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility.

In 2023, the Board met 20 times (7 regular and 13 special meetings). The average aggregate attendance of directors at Board and Board Committee meetings was over 95%. No director attended fewer than 80% of the aggregate number of Board and Board Committee meetings during the period he or she served.

During these meetings, our independent directors met in executive sessions to discuss many topics, including the company’s execution of our strategy to renew our product pipeline with new life-changing medicines, executing on key launches to enhance and diversify our portfolio, progressing our pipeline, succession planning and compensation matters, and entering into important collaborations and exciting acquisitions opportunities to extend our scientific leadership and advance value creation, among other things.

The Board and Board Committees also held information sessions throughout 2023, which supplemented the regularly scheduled Board and Board Committee meetings. These information sessions were especially important during 2023 and allowed the Board to provide effective oversight and support to our management team. For 2024, the Board and Committees will continue to supplement their regular meetings with information sessions as needed.

It is the expectation of the Board that each director has sufficient time to attend, prepare for and participate during Board and Board Committee meetings. Our Committee on Directors and Corporate Governance periodically reviews the outside board service of our directors and has adopted internal procedures to address when a director’s outside public board service exceeds the limit included in the company’s Corporate Governance Guidelines.

As part of its annual review of director nominees for election, the Board reviews the attendance and other commitments, professional background and experience, as well as the valued contributions of individual directors to the Board, among other things. Mr. Rice is currently a member of the audit committees of three other public company boards. The Board has determined that such simultaneous service does not impair the ability of Mr. Rice to effectively serve on our Audit Committee, with Mr. Rice recusing himself from the determination.

Directors are strongly encouraged, but not required, to attend the Annual Meeting of Shareholders. All of the 2023 nominees for director who were directors as of the 2023 Annual Meeting attended our virtual 2023 Annual Meeting of Shareholders.

The Principles of Integrity adopted by our Board set forth important company policies and procedures in conducting our business in a legal, ethical and responsible manner. These standards are applicable to all of our employees, including the Chief Executive Officer, the Chief Financial Officer and the Controller.

In addition, the Audit Committee has adopted the Code of Ethics for Senior Financial Officers that supplements the Principles of Integrity by providing more specific requirements and guidance on certain topics. The Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, the Chief Financial Officer, the Controller, the Treasurer and the heads of major operating units.

Our Board has also adopted the Code of Business Conduct and Ethics for Directors that applies to all directors and sets forth guidance with respect to recognizing and handling areas of ethical issues.

The Principles of Integrity, the Code of Ethics for Senior Financial Officers and the Code of Business Conduct and Ethics for Directors are available on our website at www.bms.com/about-us/our-company/our-principles. We will post any substantive amendments to, or waivers from, applicable provisions of our Principles, our Code of Ethics for Senior Financial Officers, and our Code of Business Conduct and Ethics for Directors on our website at www.bms.com/about-us/our-company/our-principles within two days following the date of such amendment or waiver.

Employees are required to report any conduct they believe in good faith to be an actual or apparent violation of our Codes of Conduct. In addition, as required under the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters.

The Board has adopted a written policy and procedures for the review and approval of transactions involving the company and related parties, such as greater than 5% shareholders, directors, executive officers and their immediate family members. The policy and procedures cover any transaction or series of transactions (an “interested transaction”) in which the amount involved exceeds $120,000, the company is a participant, and a related party has a direct or indirect material interest (other than solely as a result of being a director or less than 10% beneficial owner of another entity). All interested transactions are subject to approval in accordance with the following policy and procedures:

BlackRock, Inc. (“BlackRock”) and The Vanguard Group (“Vanguard”) are each considered a “Related Party” under our related party transaction policy because they each beneficially own more than 5% of our outstanding common stock. The Governance Committee approved the following related party transactions in accordance with our related party policy and procedures and Bylaws:

The Governance Committee approved the above relationships on the basis that these entities’ ownership of our stock plays no role in the business relationship between us and them, and that the engagement of each entity was on terms no more favorable to them than terms that would be available to unaffiliated third parties under the same or similar circumstances.

We provide semi-annual disclosure on our website at the link below of all political contributions to political committees, parties or candidates on both state and federal levels that are made by our employee political action committee, as well as annual disclosure of the portion of our dues or other payments made to trade associations to which we give $50,000 or more that can be attributed to lobbying expenditures.”

At Bristol Myers Squibb, our vision is to transform the lives of patients through science. We understand the future of our employees, our communities, our planet, and our business are inextricably linked. As a leading biopharma company, our passion for making an impact extends beyond the discovery, development and delivery of innovative medicines that help patients prevail over serious diseases.

Through our Environmental, Social and Governance (ESG) strategy we seek to mobilize our capabilities and resources to positively impact the communities where we live, work, and serve around the world.

As we work to transform patients’ lives through science, we operate with effective governance, uncompromising quality and compliance, and the highest ethical standards to deliver our mission. These values have been central to who we are, what we do, and how we do it since our company was founded in 1887. We believe that driving long-term business value is at the heart of living our purpose, enabling us to be leaders and difference-makers for generations to come.

Being able to deliver scientific breakthroughs for patients starts with a strong governance profile, which includes direct oversight of ESG opportunities and risks, and relevant disclosure by our Committee on Directors and Corporate Governance. Oversight by the Board Committee strengthens our ability to operate with the highest levels of quality, integrity and ethics, a critical element of our ESG strategy.

Our ESG strategy is fully aligned with our corporate strategy and was defined based on a formal assessment of priority issues drawn from our Board of Directors, senior executives, employees, and external stakeholder groups such as patient advocacy organizations, shareholders, suppliers, multinational organizations, and academic institutions. As described in more detail below, our ESG strategy focuses on three core pillars: advancing patient health around the world, expanding the boundaries of science and fostering a high-performing and inclusive global workforce. Additionally, our strategy is centered on expanding the boundaries of science to address unmet patient needs, advancing equitable access to life-transforming medicines, guided by our commitment to inclusion and diversity, while doing our part to reduce our environmental impact.

Patients, regardless of where they live, still encounter challenges to accessing medicines and healthcare services. We believe in long-term sustainable solutions to address health inequities globally, and we are allocating specific resources and developing new pathways and models to expand access to patients in low-, middle- and high-income countries.

By doing this, we are delivering on our commitment to reduce health inequities and continue to evolve our business to best meet the needs of our patients. Equitable access to innovative medicines benefits patients and society, while ensuring BMS continues to transform patients’ lives through science.

We are committed to scientific excellence and investment in our R&D capabilities to provide more medicines to more patients faster. We leverage our expertise to accelerate drug discovery and development, and we entrust our talented researchers and innovators with the flexibility to drive research and development forward to meet unmet patient needs.

With one of the most diversified portfolios and pipeline in the pharmaceutical industry, we are uniquely positioned to drive continued innovation and expand treatment options across therapeutic areas based on our differentiated research platforms which include cell therapy and targeted protein degradation.

We believe that a high-performing, and diverse global workforce is essential to delivering the best possible outcomes for our patients. By fostering a positive and inclusive experience, we can help our employees achieve their full potential, which ultimately benefits our patients around the world. Our values at BMS—Integrity, Urgency, Accountability, Innovation, Passion, and Inclusion—are the foundation of our high performing, patient-centric culture. Bringing these values to life enables them to be at their very best so we can deliver for patients.

Cultivating an inclusive and diverse workplace fuels our ability to drive innovation. We welcome the richness that different experiences and views bring to transforming patients’ lives through science and strive to create spaces where everyone has an opportunity to contribute to our mission. This starts with integrating inclusive practices across our enterprise systems, including our talent and engagement strategy, leadership development programs, and online learning platforms.

Supporting the health and wellbeing of our workforce is a top priority at BMS, which we achieve by providing employees with competitive compensation opportunities, robust healthcare benefits and resources to support physical, emotional, work life and financial wellbeing. To ensure global consistency, local relevance, and competitiveness for these programs, we’ve established a framework with a global set of standards concentrated on five key areas: inclusive benefits, mental health, family care, people with disabilities and caregivers, and all gender preventative care.

The work to advance all our commitments is built on the foundation and legacy of ethical business conduct and acting with integrity in everything we do. Businesses are built on relationships and centered on trust, and the way we conduct ourselves reflects our company values. Good governance is vital to our success, and we aim to meet or exceed best practices, providing transparency and accountability to all our stakeholders.

Our robust governance model, in addition to the board oversight mentioned earlier, includes oversight by the BMS ESG Council, a cross-functional management committee comprised of senior executives and subject matter experts from across the company, which reports to the Company’s Executive Leadership Team and Board of Directors.

We hold ourselves accountable to the highest patient safety and product quality standards. Our extensive quality and safety monitoring processes ensure that the integrity of our products and services meet or exceed expectations, as well as applicable laws and regulations. We are dedicated to achieving quality excellence through the relentless pursuit of continuous improvement.

As one of the world’s leading biopharma companies, we know we have a responsibility to help inform and influence public health and public policy to help strengthen healthcare systems around the world. Addressing health equity and access requires comprehensive strategies that encompass policy changes, healthcare system reforms and community engagement and education.

At the same time, we support conscientious corporate citizenry and philanthropic efforts that make a positive difference in the world. Through charitable donations, corporate sponsorships, scholarship and fellowship support, independent patient and medical education, community engagement, and employee volunteerism, we are united in a commitment to invest our human and fiscal resources in local areas and to help build maintainable, equitable healthcare systems.

We are also acutely aware of our responsibility to minimize the impact of our operations on the environment to preserve the planet for future generations. Healthier environments support healthier people, which is why we seek out actionable solutions that minimize our environmental footprint and address the harmful effects of environmental degradation and climate change on public health. We have designed and implemented environmental goals that not only reflect our science-led, innovation-focused approach but ensure accountability to those we serve through strong governance and transparent reporting practices.

Importantly, ESG can support long term value creation, and we are committed to adapting our business model to ensure we are best positioned to address the shared challenges that society faces on environmental, social, and governance issues—and to do so with a science-led, innovation-focused approach that is rooted in health equity.

To track our performance and enhance our transparency with our stakeholders, we regularly disclose our progress toward our ESG ambitions and goals. Our reporting suite includes our annual ESG Report that is aligned with the Sustainability Accounting Standards Board (SASB), U.N. Sustainable Development Goals (SDGs), United Nations Global Compact Communication on Progress (COP), formerly Carbon Disclosure Project (CDP) specifically Climate Change and Water Security and the Task Force on Climate-Related Financial Disclosures (TCFD), as well as reporting to leading raters and rankers.

 

We firmly believe that prescription medicines are such a vital part of human healthcare that everyone who needs them should have access to them. We have been, and remain committed to facilitating access to our medicines, and to furthering our mission to help patients prevail over serious diseases. We price our medicines based on a number of factors, including, among others, the value of scientific innovation for patients and society in the context of overall healthcare spend; economic factors impacting the healthcare systems’ capacity to provide appropriate, rapid and sustainable access to patients; and the necessity to sustain our R&D investment in innovative, high-quality medicines that address the unmet medical needs of patients with serious diseases and improve their life needs.

At Bristol Myers Squibb, we believe in the value our medicines bring to patients and society and our role in transforming care to help patients live longer, healthier and more productive lives. We focus on medicines that meaningfully change patient outcomes and improve quality of life, and over the last 30 years, we have made significant contributions in areas such as HIV, hepatitis, cardiovascular disease, immunology, hematology and, most recently, immuno-oncology.

We have a history of scientific excellence and transforming patient outcomes in cancer and other major diseases. For example, we have reshaped the treatment of metastatic melanoma through the combination of Opdivo plus Yervoy, and now with Opdualag. Through Revlimid, Pomalyst, and now Abecma, we improved outcomes in multiple myeloma. Advances like these have transformed the treatment of certain cancers and changed survival expectations for patients. And with Sotyktu, we are now making a real difference for patients with moderate-to-severe plaque psoriasis. We are developing the next wave of treatments and scientific advancements, such as targeted protein degradation, cell therapy and CELMoDs. We are pursuing medicines and treatments with transformational potential in diseases such as cancer, heart failure, Alzheimer’s, pulmonary fibrosis, lupus, and multiple sclerosis.

We take a thoughtful approach to pricing our products and have internal processes and controls in place to ensure that pricing decisions are thoroughly and appropriately vetted with the highest levels of management prior to implementation. This process includes routine presentations to the Board on drug pricing strategies. In addition, on balance, our revenue growth has been primarily attributable to increased volume arising from increased demand for our products rather than price increases.

We have and continue to disclose the average net selling price increase for our U.S. products in our annual report on Form 10-K and our quarterly reports on Form 10-Q. Our average net selling price increase for 2021, 2022 and 2023 for our products was approximately, 2%, 4% and 0%, respectively. We believe we have the appropriate governance mechanisms and internal controls and processes in place to ensure that pricing decisions are made in line with our values and commitment.

Demonstrating our ongoing efforts to responsibly price our medicines while balancing investment in new innovation, we expect U.S. net prices across our portfolio, which reflect discounts, rebates, and other price concession, to remain largely flat in 2024, as they have been for the last several years. Any list price increases apply to medicines with ongoing clinical research and reflect our ongoing efforts to responsibly price our medicines while balancing economic factors, including inflation and investment in new innovation.

In addition, the Compensation Management and Development Committee annually completes a thoughtful and rigorous evaluation of our executive compensation program to ensure that the program is aligned with our mission and delivers shareholder value, while not encouraging excessive or inappropriate risk taking by our executives. When setting incentive plan targets each year, the Compensation Management and Development Committee is aware of the risks associated with drug pricing, among other things, and ensures our plans do not incentivize risky behavior in order to meet targets.

We remain committed to working with policymakers, thought leaders, patient advocates and other stakeholders to shape a comprehensive system that provides accessible and affordable health care with the goal of achieving universal coverage and quality patient care, while continuing to fuel innovation. We support efforts to make medicines more affordable, from access assistance to innovative ways to address costs more directly.

As noted earlier, we are embedding access as a core tenet across our business, fundamentally changing the way we operate. Our approach ranges from raising awareness about the social burden of medical conditions, to obtaining broader public reimbursement which reflects the value of our innovative medicine or providing copay assistance to reduce the patient out-of-pocket burden. We have developed specific programs and partnerships to help manage access to our medicines in a variety of ways and in many parts of the developing world, including [Direct Import Program, Expanded Access to Investigational Medicines and Post-Study Drug Programs.] We also maintain and expand access through technology transfer agreements covering many developing world nations.

Individuals who cannot afford our medicines and have no other means of coverage, public or private, may be eligible to be provided with our medicines, at no charge, through a number of programs, including product donations to various independent charitable organizations, such as the Bristol Myers Squibb Patient Assistance Program Foundation, Inc., an independent 501(c)(3) charitable organization and other company sponsored patient support programs.

We promote health equity globally and strive to increase access to life-saving medicines for populations disproportionately affected by serious diseases and conditions, giving new hope and help to some of the world’s most vulnerable people. Indeed, increasing access to patients was one of our 2020 Sustainability Goals. We have a network of patient support programs, rebates, and copay assistance programs in the United States and around the world, as allowed by local requirements.

In low-and-middle-income countries we have developed specific not-for-profit pricing and adjusted pricing based on gross national income per capita to account for affordability factors, which facilitate access to patients in a growing number of countries while adhering responsibility to our global pricing principles.

In addition, as part of our commitment to helping patients prevail over serious diseases, we also drive and support a number of programs designed to build capacity and raise patient awareness, including prevention, diagnosis, and access to treatment and care. Through donations to the Bristol Myers Squibb Foundation, an independent 501(c)(3) charitable organization, we support community-based programs that promote cancer awareness, screening, care and support among high-risk populations in the United States, as well as China, Brazil and sub-Saharan Africa. Examples include the Bristol Myers Squibb Foundation Global Cancer Disparities program.

As a company, we have made remarkable improvements in delivering life-saving medicines to patients and offering creative solutions for access; however, we understand concerns that our healthcare system as a whole is too expensive, and we are interested in finding ways to improve our system. Therefore, we re-assert our commitment to proactively work with governments, payers, health care providers and other stakeholders around the world to develop sustainable solutions that will better assist patients in need.

An important factor on which the pricing of our medicines depends is government regulation. We have been subject to increasing international and domestic efforts by various governments to implement or strengthen measures to regulate pharmaceutical market access and product pricing and payment. In the U.S., we are required to provide discounts on purchases of pharmaceutical products under various federal and state healthcare programs. Federal government officials and legislators continue to face intense pressure from the public to manage the perceived high cost of pharmaceuticals and have responded by pursuing legislation, such as the Inflation Reduction Act of 2022 ("IRA") and other rules that claim to potentially further reduce the cost of drugs for the federal government and other stakeholders. We are also now required to comply with state laws that seek additional transparency into the cost of prescription drugs. We are monitoring efforts by states to seek additional rebates and limit state spending on drugs in light of budget pressures. These international, federal and state legislative and regulatory developments could create new constraints on our ability to set prices and/or impact our market access in certain areas.

In December 2021, the company issued its 2021 Global Access Report that detailed Bristol Myers Squibb’s efforts and progress towards advancing access to healthcare and health equity globally through its own efforts and in partnership with other stakeholders.

The below disclosure is published in response to a shareholder proposal that was filed regarding the Company's access strategies as they are associated with patents which are filed subsequent to the main active ingredient/molecule patent(s).

Innovation and patient access to it are taken very seriously at BMS and are regularly reviewed by management and the Board of Directors, as we strive to ensure that our innovations can make a meaningful impact for patients.

In our competitive pharmaceutical industry, the majority of an innovative product’s commercial value is usually realized during the period in which the product has market exclusivity. A product’s market exclusivity is generally determined by two forms of intellectual property: patent rights held by the innovator company and any regulatory forms of exclusivity to which the innovative drug is entitled. Without a meaningful period of exclusivity, our ability to invest in R&D to discover and develop new medicines may be limited and could prevent promising new medicines from reaching patients. Patents are a key determinant of market exclusivity for most of our branded pharmaceuticals. Patents provide BMS with the right to exclude others from practicing an invention related to the medicine for a limited period of time. Patents may cover, among other things, the active ingredient(s), various uses of a drug product, pharmaceutical formulations, drug delivery mechanisms and processes for (or intermediates useful in) the manufacture of products.

Patent applications are each subject to rigorous review and only granted when the applicable regulatory bodies recognize both the significant R&D that takes place from discovery and drug development through commercialization, and are satisfied that the patent applications meet the rigorous standards of patentability before a patent is granted. If one or more patents are granted, protection for individual products extends for varying periods in accordance with the expiration dates of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent, its scope of coverage and the availability of meaningful legal remedies in the country. In the U.S., most of our key products are protected by patents with varying terms depending on the type of patent and the filing date. In our annual filings on Form 10-K, including our 2023 10-K, we disclose the various estimated minimum patent exclusivity dates for each of our key products.

In addition, in deciding how to exercise our legitimate intellectual property rights, the Company considers all aspects of our mission to discover, develop and deliver transformational medicines. For example, we are committed to fair dealing and conscientious citizenship, including with respect to arms-length, commercial patent settlements we may enter into with generic manufacturers. This means that Bristol Myers Squibb obtains intellectual property only by lawful and ethical means, and enforces only those intellectual property rights we believe to be valid. We place the highest priority on obtaining intellectual property for those innovations that provide the greatest medical benefit to patients.

To illustrate further, we have achieved transformation in the treatment of metastatic melanoma with our immuno-oncology treatment, Opdivo plus Yervoy. Prior to the availability of this treatment option, 25% of patients diagnosed with metastatic melanoma survived one year. This increased to 74% with immuno-oncology therapies.

In oncology, clinical trials typically start in a small population and move on to larger studies. This post-approval R&D represents critical opportunities to achieve durable long-term survival and positive outcomes for more patients. If you’re a cancer patient, post-approval innovation

is just as important as a new medication. In fact, nearly 60% of oncology medicines approved a decade ago received additional approvals in later years. Consider again the research we’ve done with our cancer treatments Opdivo and Yervoy. We invested significantly in R&D following initial approval that has led to more than 28 indications across 11 tumors, and growing, and our work continues today with ongoing trials in both early and late-stage cancers.

As noted in our recent Form 10-K filing, the estimated minimum patent exclusivity date for Opdivo in the U.S. is 2028. Subsequent to the initial composition of matter patent filing, the Company has used its innovative R&D capabilities to pursue various indications for Opdivo, as well as combinations with other oncology therapies, offering durable treatment options for patients with different forms of cancers, including non-small cell lung, head and neck, kidney, liver and bladder, among others. However, the patents that have been granted for these additional indications or combinations do not extend the patent life of earlier patents covering the initial innovations—biosimilar manufacturers can potentially offer options for those initial innovations as early as 2028. Similarly, Orencia was initially introduced as an intravenous product while later important innovations led to the introduction of a sub-cutaneous, injectable product. Later filed and expiring patents on the subcutaneous formulation of Orencia do not prevent biosimilars from being introduced on the original intravenous formulation.

As described above, patents must be sought early in the development process for a compound, subsequent indication or other innovation, often at a time well before the Company can determine:

When we discover and develop new innovations that lead to more life-saving medicines or subsequent patient-centered innovation (e.g., better methods of drug delivery to patients), we may seek additional patent protection on these innovations after the main active ingredient/molecule patent(s) have been filed. Additionally, access necessarily is considered at different stages in the drug development process. Of note, we look at each case differently, particularly given the timing of when we file our patents against where a product is in drug development. It is often the case that we must complete our patent filings ahead of clinical trials and before we know whether a compound, new indication, or innovation is actually able to be commercialized. Therefore, generally, our more realistic timing for material consideration around access is after approval and during litigation or licensing, but as noted, it is a consideration during filing as the drug is more realistically heading toward approval.

As a result, our general approach is to file for core intellectual property rights that we believe protect important innovations, while remaining deeply committed to making decisions about enforcement or licensing of those rights in a manner consistent with our mission and commitment. For example, we evaluate the impact on patient access, among other things, when considering:

Our innovation engine is focused on the most critical unmet medical needs and involves patients at every step of the R&D process. BMS also collaborates with other stakeholders to strengthen global R&D and help advance biomedical research beyond our strategic portfolio. We incorporate access considerations with a view to ensuring our medicines can benefit diverse patient populations in a variety of contexts. For example, our long-term work to advance diversity in clinical trials directly confronts disparities early in the product development lifecycle.

To enable timely product access, we support mechanisms that can help make medicines available (e.g., WHO prequalification) where appropriate. We also engage in marketing authorization, value assessment and reimbursement processes. We aim to meet health systems where they are by deploying a range of delivery approaches that take into consideration local country context to optimize supply chain and distribution as well as ensure affordability for the greatest number of patients. This includes value-based pricing, patient support and reimbursement programs, product donations, tiered pricing, voluntary licensing, and direct imports.

In particular, our access strategy development is integrated into our overall product development and commercialization planning process. This process is led by the Senior Vice President & Head of Global Market Access, Pricing, and Value Demonstration, who sits on BMS’ governance committees for access: Commercialization & Development Operating Committee, Research & Early Development Operating Committee, the Pipeline Steering Committee and the Global Pricing Strategy Governance Committee. The market access strategic review of any product culminates in an intensive and in-depth cross-market assessment with the CEO responsible for the final decision.

Typically, the process begins right from the design phase of the registration trials. In some cases, the Access team starts working with the development team during the Phase II proof of concept phase of the product development life cycle. For products that are externally acquired, the access process usually starts as a part of the business development evaluation process. The development of each product’s access strategy and programs is overseen by the Executive Vice President & Chief Commercialization Officer and the Global Market Access team in close collaboration with a matrix of functions, with our CEO responsible for the final decision. In addition, this process includes routine presentations to the full Board on our patent and access strategy.

Taken together, this robust process ensures we are taking an intentional approach to enabling broad access to all of our medicines.

The company’s governance documents provide the Board with flexibility to select the appropriate leadership structure for the company. They establish well-defined responsibilities with respect to the Board Chair and Lead Independent Director roles, including the requirement that the Board have a Lead Independent Director if the Board Chair is not an independent director. This information is set forth in more detail on our website at www.bms.com/about-us/our-company/governance.

Our Board has dedicated significant consideration to our leadership structure, evaluating such structure annually. The Board’s most recent analysis of our leadership structure involved consideration of many factors, including the specific needs of the Board and the company, the strong role of our Lead Independent Director, our Corporate Governance Guidelines (including our governance practices that provide for independent oversight of management), the integration of acquired businesses into our company, the challenges specific to our company and the best interests of our shareholders. We also considered the leadership transition we announced on April 26, 2023. On November 1, 2023, Dr. Boerner, previously the Company’s Executive Vice President, Chief Operating Officer, succeeded Dr. Caforio as Chief Executive Officer upon Dr. Caforio’s retirement from the role of Chief Executive Officer. Dr. Boerner will also succeed Dr. Caforio as Board Chair, effective immediately after Dr. Caforio’s retirement from the Board on April 1, 2024. Dr. Caforio has worked closely with Dr. Boerner as Executive Chair of the Board and will continue to do so until April 1, 2024.

Since joining the company in early 2015, Dr. Boerner has proven himself to be an exceptional leader and has been instrumental in shaping our strategy and our culture. His passion for science, his commitment to our workforce and his tireless focus on what matters most – our patients – make him uniquely suited for the role of Board Chair and Chief Executive Officer. Further, his deep knowledge of our strategy and pipeline, and proven execution across all geographies, make us confident that he is the right person to guide Bristol Myers Squibb through its next stage of growth and support our vision to be the world’s leading biopharma company that transforms patients’ lives through science.

After thoughtful and rigorous consideration, the Board determined that combining the Board Chair and Chief Executive Officer positions and electing Dr. Boerner as the Board Chair is in the best interest of the company and our shareholders and is the best leadership for the company and its shareholders at this time. Specifically, our Board believes having Dr. Boerner serve in the combined role of Board Chair and Chief Executive Officer confers distinct advantages, including:

The Board recognizes the importance of appointing a strong Lead Independent Director to maintain a counterbalancing structure to ensure that the Board functions in an appropriately independent manner. The Lead Independent Director is selected annually by the independent directors. The independent directors of the Board have elected Mr. Samuels to serve in that position.

The Lead Independent Director’s responsibilities include, among others:

Our Bylaws specifically provide for an Audit Committee, Compensation and Management Development Committee, and Committee on Directors and Corporate Governance, all of which are composed entirely of independent directors. Our Bylaws also authorize the establishment of additional committees of the Board and, under this authorization, our Board established the Science and Technology Committee. Our Board has appointed individuals from among its members to serve on these four standing committees and each committee operates under a written charter adopted by the Board, as amended from time to time. These charters are published on our website at www.bms.com/about-us/our-company/governance/board-committees-and-charters. Each of these Board Committees has the necessary resources and authority to discharge its responsibilities, including the authority to retain consultants or experts to advise the committees.

The table below indicates the current members and Chairs of our standing Board Committees and the number of meetings held in 2023:

The following descriptions reflect each standing Board Committee’s membership and Chair effective as of May 7, 2024.

In addition, in 2023, the Board established an ad hoc Board Finance Committee to oversee and approve certain finance-related matters, including, final terms of a notes issuance and other related financing transactions, among other things. The members of the Board Finance Committee were Giovanni Caforio, M.D., Theodore R. Samuels, and Derica Rice The Board Finance Committee met once during 2023.

We, members of the Board, know that we must actively seek information from a wide variety of sources—and not just from individuals and entities that work for us—to do our jobs optimally. We therefore create multiple means to hear from shareholders, employees at all levels, patients, medical professionals, policy experts and others to inform our work.

You can communicate with us via many of these means. You can provide us comments on your proxy when you are voting. You can attend our annual meeting and ask questions. You can accept our invitations to engage or ask us for a meeting when that is of value to you. You can participate in our various Investor Relations functions which we listen to both directly and indirectly. You can write to us via mail or use any of our reporting functions such as so-called Whistle Blower hotlines. And, of course, we pay close attention to your voting and investment decisions as well.

Our Board has created a process for anyone to communicate directly with our Board, any committee of the Board, the non-employee directors of the Board collectively or any individual director, including our Board Chair and Lead Independent Director. Any interested party wishing to contact our Board may do so in writing by sending a letter to Bristol-Myers Squibb Company, Route 206 & Province Line Road, Princeton, NJ 08543, Attention: Corporate Secretary.

Any matter relating to our financial statements, accounting practices or internal controls should be addressed to the Chair of the Audit Committee. All other matters should be addressed to the Chair of the Committee on Directors and Corporate Governance.

Our Corporate Secretary or her designee reviews all correspondence and forwards to the addressee all correspondence determined to be appropriate for delivery. Our Corporate Secretary periodically forwards to the Governance Committee a summary of all correspondence received. Directors may at any time review a log of the correspondence we receive that is addressed to members of the Board as well as copies of any such correspondence. Our process for handling communications to our Board has been approved by the independent directors.

We continued to place a high priority on our proactive engagement with our shareholders in 2023, reaching out to over 50 of our top shareholders, representing approximately 52% of our voting shares outstanding. In 2023, management and members of the Board, including our Lead Independent Director, met with many of our shareholders and had a productive dialogue on a number of topics, including board composition and leadership, company strategy and execution, inclusion and diversity, ESG strategy and risk oversight, and executive compensation.

The feedback received was generally positive and was shared with the entire Board and members of senior management. In addition, in early 2024, we continued to engage with shareholders, seeking active feedback and offering additional insights on current topics of interest, such as our recent leadership transition in November 2023, Board leadership structure, company strategy (including commercial execution and impact of changes in the regulatory environment), progress against our inclusion and diversity and ESG priorities, and executive compensation and corporate governance topics, including the shareholder proposals included in our 2023 Proxy Statement.

We encourage our registered shareholders to use the space provided on the proxy card to let us know your thoughts about BMS or to bring a particular matter to our attention. If you hold your shares through an intermediary or received the proxy materials electronically, please feel free to write directly to us.

Throughout the last few years, we have actively solicited feedback from shareholders on topical issues and offered additional insights on shareholder proposals that were included in our recent Proxy Statements. The results of these discussions are noted below:

We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance (when used in this Compensation of Directors’ section, the “Governance Committee”) annually reviews our directors’ compensation program, including a review of the director compensation programs at our executive compensation peer groups. For 2023 planning, we again engaged an outside consultant, Frederic W. Cook & Co., Inc. (“FWC”), to review market data and competitive information on director compensation. FWC recommended, and the Committee determined, that our executive compensation peer groups should be the primary source for determining director compensation.

Upon reviewing FWC’s analysis in December 2022, the Committee determined to make no changes to the director compensation program for service as a director in 2023.  As a result, our 2023 director compensation program was identical to our program in 2022.  Drs. Caforio and Boerner do not receive any additional compensation for serving as directors.

The Committee believes the total compensation package for directors we offered in 2023 was reasonable, and appropriately aligned the interests of directors with the interests of our shareholders by ensuring directors have an equity stake in our company.

In 2023, non-employee directors who served for the entirety of 2023 received:

On February 1, 2023, all non-employee directors serving on the Board at that time received an annual award of deferred share units valued at $200,000 under the 1987 Deferred Compensation Plan for Non-Employee Directors. These deferred share units are non-forfeitable at grant and are settleable solely in shares of our common stock upon retirement from the Board or at a future date previously specified by a director in accordance with the terms of the Plan. A new member of the Board who is eligible to participate in the Plan receives, on the date the director joins the Board, a pro-rata number of deferred share units based on the number of share units payable to participants as of the prior February 1.

Our Lead Independent Director received an additional annual retainer of $50,000. Our Board has determined to award this retainer in light of the increased duties and responsibilities demanded by this role, which duties and responsibilities are described in further detail on page 25.

All non-employee directors are required to acquire a minimum of shares and/or units of company stock valued at not less than five times their annual cash retainer within five years of joining the Board and to maintain this ownership level throughout their service as a Director. We require that at least 25% of the annual retainer be deferred and credited to a deferred compensation account, the value of which is determined by the value of our common stock, until a non-employee director has attained our share retention requirements.

A non-employee director may elect to defer payment of all or part of the cash compensation received as a director under our company’s 1987 Deferred Compensation Plan for Non-employee Directors. The election to defer is made in the year preceding the calendar year in which the compensation is earned. Deferred funds for compensation received in connection with service as a director in 2023 were credited to one or more of the following funds: a U.S. total bond index, a short-term fund, a total market index fund or a fund based on the return on our common stock. Deferred portions are payable in a lump sum or in a maximum of 10 annual installments. Payments under the Plan begin when a participant ceases to be a director or at a future date previously specified by the director.

Each director who joined the Board prior to December 2009 participates in our Directors’ Charitable Contribution Program. Upon the death of a director, we will donate up to an aggregate of $500,000 to up to five qualifying charitable organizations designated by the director. Individual directors derive no financial or tax benefit from this program since the tax benefit of all charitable deductions relating to the contributions accrues solely to the company. In December 2009, the Board eliminated the Charitable Contributions Program for all new directors.

In addition, each director was able to participate in our company-wide matching gift program in 2023. We matched dollar for dollar a director’s contribution to qualified charitable and educational organizations up to $30,000. This benefit was also available to all company employees. Starting in 2020, as part of our overall inclusion and diversity initiatives, we committed to matching on a 2-to-1 basis through the Bristol Myers Squibb Foundation all employee and director donations to organizations that fight disparities and discrimination. In 2023, except for Dr. Bhatt, Dr. Hidalgo Medina and Mr. Storch, all of our directors participated in our matching gift programs as indicated in the Director Compensation Table below.

The following table sets forth information regarding the compensation earned by our non-employee directors in 2023.