SEC Info - Bristol Myers Squibb Co. - ‘DEFA14A’ on 4/20/22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Bristol-Myers Squibb Company

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Proxy Season Update April 2022

To discover, develop and deliver innovative medicines that help patients prevail over serious diseases 2 Our mission

2021 A Year of Strong Performance Continued to strengthen our diversified portfolio with leading positions in Oncology, Hematology, Cardiovascular and Immunology A 9% increase in total revenues* Significant pipeline progress with several key regulatory milestones: received eight approvals in the U.S. and several other major market approvals (EU and Japan), including, among others, Breyanzi for relapsed or refractory large B-cell lymphoma, Abecma for relapsed or refractory multiple myeloma, Opdivo for first line renal cancer and Zeposia for ulcerative colitis submitted three new medicines for U.S. regulatory approval — relatlimab (Opdualag approved March 2022), deucravacitinib, and mavacamten — that have potential to launch in 2022, and most of these have important expansion opportunities beyond their initial indication achieved eight pivotal positive clinical trial readouts, including important expansion opportunities for Breyanzi (2L large B-cell lymphoma), Reblozyl (non-transfusion dependent beta-thalassemia) and Opdivo (neoadjuvant lung cancer) Continued strong progress with the integration of Celgene and MyoKardia, leading to approximatively $2.7 billion in synergies to date 3 2021 EPS $ B $ 46.4 GAAP Full Year *or 8% excluding foreign exchange 2021 Total Revenues 3.12 GAAP Full Year

Company Response to COVID-19 4 Expanded patient support programs to help eligible unemployed patients in the U.S. Expanded access to free BMS medicines, including some of our most widely prescribed products & those prescribed via telehealth services. Ensured no interruption in supplying medicines to patients. People Patients Business Health & Safety remains top priority. As of January 5, 2022, approximately 99% of our employees in the U.S. and Puerto Rico are vaccinated against COVID-19. Vaccinations are generally required for the majority of our colleagues in these regions. Requests for medical or religious accommodations are also considered individually. Ex-U.S., local regulations and conditions may limit or restrict vaccine mandates; we are committed to implementing similar requirements wherever possible. We have returned all of our employees in the U.S. and Puerto Rico to our sites, and we will continue to assess the need to require weekly asymptomatic testing, mask wearing, and physical distancing of all colleagues onsite at our facilities in the U.S. and Puerto Rico. We also keep our workforce safe through increased ventilation and regular deep cleaning of our sites. Essential workers provided with testing, protective equipment and flexibility to address individual needs, with strong focus on well-being. We empower our people with an inclusive and energizing work environment tailored to our values and focusing on well-being and resiliency. COVID-19 Prevention & Treatment: We entered into a global licensing agreement with Rockefeller University to develop an antibody combo for therapy or prevention of COVID-19. However, after the Phase 2 data showed a lack of significantly different efficacy versus placebo, we made the decision to end development of the therapy and are in the process of working with Rockefeller University to wind down the program. Working with several cross-industry groups & partnerships (e.g., Bill & Melinda Gates Foundation) to accelerate the development, manufacturing, and delivery of diagnostics and treatments for COVID-19. We identified more than 1,000 proprietary compounds with high-quality assays and made them available to collaborators to screen for possible molecules to treat COVID-19. Development & Supply of our Medicines: No critical supply chain impacts; all sites and distribution networks remain operational. Clinical Trials: Clinical trial recruitment showing sustained recovery. We are working with health authorities and investigators to protect our trial participants and personnel at BMS and our clinical trial sites, while ensuring regulatory compliance and the integrity of our science. We have provided clinical trial investigators with overarching principles and guidance regarding the conduct of BMS clinical trials worldwide in light of COVID-19, and are taking into account guidance from health authorities, where applicable.

Our Commitment to Sustainability 5 Embracing environmental stewardship Environment 2024 Science-based emissions reduction targets established 2030 100% renewable electricity 2040 Net neutral GHG 100% EV fleet 100% equitable water use Zero waste to landfill Promoting product quality & safety Cultivating diversity, equity & inclusion Ensuring health equity, patient access & innovation Social 2021 ≥ 25% new clinical trial sites in diverse metro areas 2022 Gender parity at executive level globally 2X representation for Black/African American & Hispanic/Latino executives 2025 $1B global spend with diverse suppliers Concrete Commitments Maintaining highest ethics, integrity & compliance Upholding Board oversight & accountability Governance Experienced & diverse Board Board oversight of strategy & key enterprise risks 60% female & ethnically diverse directors Shareholder rights Regular shareholder engagement Proxy access Special meeting right (15%) Key Priorities Concrete Commitments Key Priorities Concrete Commitments Key Priorities

Our Commitment to Diversity and Inclusion 6 Supplier Diversity Employee Giving Workforce Representation Clinical Trial Diversity Reach underserved communities in urban and rural U.S. geographies; train and develop 250 new investigators Identify and activate under-utilized sites in the most racially and ethnically diverse metro areas in the U.S. Health Disparities Accelerate disease awareness and education programs with at-risk patients; advocate for policies that promote health equity Award $50 million in U.S. health equity grants in BMS therapeutic areas by the end of 2025 Spend $1 billion globally by 2025 with Black/African American and other diverse-owned businesses Provide a 2-to-1 match through the Bristol Myers Squibb Foundation for U.S. and Puerto Rico employee donations to organizations that fight disparities and discrimination Achieve gender parity at the executive level globally and double representation from June 2020 levels of both Black/African American executives (3.0% to 6.0%) and Hispanic/Latino executives (3.7% to 7.4%) in the U.S. by year-end 2022

Committed to Sound Corporate Governance 7 Board Accountability and Shareholder Rights Regular shareholder engagement Annual election of Directors Majority voting standard for election of Directors Robust Lead Independent Director role Limit on public company board memberships for BMS Directors (4) Limit on total board memberships for sitting CEO (2) Proxy access shareholder right Ability to call special meetings (15%) Extensive related party transaction policies and procedures No supermajority voting provisions for common stockholders No stockholder rights plan Semi-annual political contributions disclosures

Board Well Equipped to Support Company Strategies 8 KEY SKILLS & EXPERIENCE Healthcare ü ü ü ü ü ü ü ü ü Science/Technology/Innovation ü ü ü ü ü ü ü Financial ü ü ü ü ü ü ü ü Risk Management ü ü ü ü ü ü ü ü Sales & Marketing ü ü ü ü ü International ü ü ü ü ü ü ü ü Public Company CEO/CFO ü ü ü ü ü Academia/Non-Profit ü ü ü ü ü Caforio Arduini Haller Medina Price Samuels Storch Vousden Rice Academia/ Non-Profit Public Company CEO/CFO International Sales & Marketing Risk Management Financial Science/Technology/Innovation Healthcare 9 7 8 8 5 5 8 5 Yale DIRECTOR TENURE DIVERSITY 60% Women and Underrepresented Racial & Ethnic Groups 4 Women 2 Black/African Americans 1 Hispanic Audit: Audit Committee CDCG: Committee on Directors & Corporate Governance CMDC: Compensation & Management Development Committee S&T: Science & Technology Committee (c): Committee Chair * = New Since 2021 Giovanni Caforio, M.D. More than 20 years of experience at Bristol-Myers Squibb, including previous role as COO Theodore R. Samuels Retired President of Capital Guardian Trust Company Committees: CDCG (c), Audit Peter J. Arduini President and Chief Executive Officer at GE Healthcare Committees: CMDC, S&T Julia A. Haller, M.D. Ophthalmologist-in-Chief of Wills Eye Hospital Professor and Chair of the Dept. of Ophthalmology at Sidney Kimmel Medical College Committees: CDCG, S&T Paula Price Former Executive Vice President and CFO of Macy's, Inc. Committees: Audit, CDCG Karen Vousden, Ph.D. Senior Group Leader at the Francis Crick Institute in London Chief Scientist at Cancer Research UK Committees: S&T (c), CMDC Gerald L. Storch Chief Executive Officer of Storch Advisors Former CEO of Hudson’s Bay Company Committees: CMDC (c), CDCG Phyllis Yale Advisory partner with Bain & Company Committees: Audit, CDCG Derica Rice Former Executive Vice President of CVS Health and President, Pharmacy Benefits Business of CVS Caremark Former Executive Vice President of Global Services and CFO of Eli Lilly and Company Committees: Audit (c), CMDC Manuel Hidalgo Medina, M.D., Ph.D. * Professor of Medicine and Chief of Division of Hematology and Medical Oncology at Weill Cornell Medical College Committees: CDCG, S&T Board Chair & CEO Lead Independent Director

Executive Compensation Supporting our Strategy Continued Commitment to our Compensation Philosophy and Structure Sound Compensation Governance Practices 100% performance-based annual and long-term incentives Caps on payouts under annual and long-term incentive award programs Robust share ownership and share retention guidelines Neutralize share buyback impact on share-denominated compensation metrics Robust recoupment and clawback policies Regular shareholder engagement “Double-trigger” change-in-control agreements No guaranteed incentive with our Named Executive Officers Prohibition on speculative and hedging transactions Prohibition on pledging shares and holding them in a margin account Proactively eliminate windfall gain potential No employment contracts with our Named Executive Officers Prohibition on re-pricing or backdating of equity awards Minimal perquisites to our Named Executive Officers 9 Pay for Performance A substantial proportion of our executives’ pay is variable and at-risk based on our operational, financial, strategic and share price performance and delivered in the form of equity, supporting alignment over the long term between our executives and our shareholders Competitive Pay Program Attracts, retains, and incentivizes talented executives capable of leading our business in a highly complex and competitive environment 1 2 2021 CEO Compensation CEO target compensation between the median & 75th percentile of our primary peer group 90% of target pay is performance-based 76% of target pay deliveredin long term equity incentives with multi-year vesting 2021 Target Total CEO Compensation 90%Performance-based

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2021 Compensation Plan: Supports Successful Completion of Celgene Integration & Execution of Core Strategy 10 Base Salary Annual Incentive (Paid in cash) Allows us to attract and retain talent in a highly competitive labor market Based on specialized qualifications, experience and role impact, and pay levels of comparable positions within peer group Salary increases based on competitive market, individual performance and size of company wide annual budget Company Performance Factors Individual Performance Factor EPS (30%) Critical measure of annual profitability, aligning our employees with our shareholders Committee judgment applied against pre-defined and measureable operational, financial, and strategic objectives Clear performance objectives are set at the beginning of each year to align with our company’s goals Executives are assessed on “Results” and demonstration of “Values” – assessments are used as the basis for making individual compensation decisions Revenues (25%) Foundation of long-term sustainable growth and competitive superiority Pipeline (25%) Near-Term Value Have evolved to: Drive improved decision-making and operational rigor Ensure alignment with combined company’s portfolio Long-Term Growth Potential Qualitative Overlay Key Integration Metrics (20%) Human Capital Management (50%) Retain and develop critical talent to support our strategy and deliver on merger priorities Synergies (50%) Reflects commitment to deliver merger deal synergies. Important component of attracting specialized talent Rewards creation of incremental shareholder value Provides a mix of short, medium and long-term performance periods Multi-year vesting helps to promote retention while maintaining pay-for-performance link Long-Term Incentive (Paid in shares) Performance Share Units (60%) Market Share Units (40%) Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (33%), Total Revenues (33%) and relative Total Shareholder Return (34%), each measured over an applicable three year performance period.

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2022 Compensation Plan: Supports Revenue Renewal & Execution of Core Strategy 11 Base Salary Annual Incentive (Paid in cash) Allows us to attract and retain talent in a highly competitive labor market Based on specialized qualifications, experience and role impact, and pay levels of comparable positions within peer group Salary increases based on competitive market, individual performance and size of company wide annual budget Company Performance Factors Individual Performance Factor EPS (30%) Critical measure of annual profitability, aligning our employees with our shareholders Committee judgment applied against pre-defined and measureable operational, financial, and strategic objectives Clear performance objectives are set at the beginning of each year to align with our company’s goals Executives are assessed on “Results” and demonstration of “Values” – assessments are used as the basis for making individual compensation decisions Revenues (20%) Foundation of long-term sustainable growth and competitive superiority New Product Portfolio (15%) New for 2022 Increases focus on strategic priority of revenue renewal Pipeline (25%) Near-Term Value Have evolved to: Drive improved decision-making and operational rigor Ensure alignment with combined company’s portfolio Long-Term Growth Potential Qualitative Overlay ESG Scorecard (10%) New for 2022 Aligned to our commitments on sustainability and social impact Important component of attracting specialized talent Rewards creation of incremental shareholder value Provides a mix of short, medium and long-term performance periods Multi-year vesting helps to promote retention while maintaining pay-for-performance link Long-Term Incentive (Paid in shares) Performance Share Units (60%) Market Share Units (40%) Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (25%), Total Revenues (40%) and relative Total Shareholder Return (35%), each measured over an applicable three-year performance period.

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We Value Your Support at Our 2022 Annual Meeting 12 FOR Election of Directors FOR Advisory Vote to Approve the Compensation of our Named Executive Officers FOR Approval of the Appointment of an Independent Registered Public Accounting Firm AGAINST Lowering the Ownership Threshold for Special Shareholder Meetings to 10% AGAINST Adoption of a Board Policy that the Chairperson of the Board be an Independent Director 2022 Bristol Myers Squibb Board Recommendations Management Proposals Shareholder Proposals

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We Value Your Support at Our 2022 Annual Meeting (continued) 13 Shareholder Proposal on the Adoption of a Board policy that the Chairperson of the Board be an Independent Director After careful consideration, the Board did not feel that this proposal deserved its support. The Board believes different board structures are appropriate for different companies at different times. Over the last two decades, the Board has had different leadership structures depending on the needs of the Board and the company at the time. In particular, from 2005 until 2007 and from 2010 until 2017, the Board had a separated Chairman and CEO. At our 2017 annual meeting, our CEO, Dr. Giovanni Caforio, was elected to become Chairman of the Board. The Board took numerous factors into account in approving this structure. These included: The Board believes that shareholder interests are best served when the Board has the flexibility to make leadership choices taking into consideration the Company’s needs and circumstances at any given time; Eliminating this flexibility is unnecessarily rigid and would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Board Chair; the strong roles played by our Lead Independent Director and the independent chairs of each of our key Board committees; the independence-protecting features of our corporate governance policies and practices, including 90% director independence, fully independent Board committees, continued Board refreshment, regular executive sessions with the independent directors and independent evaluation of CEO performance; and Having one individual serve in both roles positions Dr. Caforio to effectively drive future strategy and decision-making for the Company and ensures that the Company presents its message and strategy to all stakeholders with a unified voice. Dr. Caforio not only has extensive industry experience but also deep institutional knowledge of the Company. After careful consideration, the Board did not feel that this proposal deserved its support. The company is committed to high standards of corporate governance, including taking steps to achieve greater transparency and accountability to our shareholders. As such, at 2021 Annual Meeting, the Board gave shareholders the direct opportunity to vote and they overwhelmingly approved an amendment to the Company’s Certificate of Incorporation to reduce the special meeting ownership threshold from 25% to 15%. At the same meeting, shareholders explicitly rejected the same proponent’s proposal to set the special meeting standard at 10% of the outstanding shares. The 15% threshold is reasonable, appropriate and aligned with our shareholders’ interests. It establishes the appropriate balance between meaningful accountability and mitigation of risk that may be presented by a lower threshold, including significant costs, Board and management distraction and waste of corporate resources. In addition to enhancing the right of shareholders to call a special meeting in the last year, the Board has in place robust corporate governance policies that promote Board accountability and provide shareholders with a meaningful voice to communicate their priorities to the Board and Company management, including: annual election of directors using a majority vote standard; market-standard proxy access right for shareholders; no super majority voting provisions; the right to submit proposals for inclusion in the Company’s proxy statement for consideration at an annual meeting; and robust shareholder engagement, including with Lead Independent Director. Shareholder Proposal to Lower the Ownership Threshold for Special Shareholder Meetings to 10% Accordingly, our Board recommends a vote AGAINST these shareholder proposals

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Forward-Looking Information and Non-GAAP Financial InformationThis presentation contains statements about the Company’s future plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated as a result of various important factors, including those discussed in the Company’s most recent annual report on Form 10-K and reports on Form 10-Q and Form 8-K. These documents are available on the SEC’s website, on the Bristol Myers Squibb website or from Bristol Myers Squibb Investor Relations.In addition, any forward-looking statements represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.This presentation includes certain non-generally accepted accounting principals (GAAP) financial measures that we use to describe our company’s performance. The non-GAAP information presented provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly–filed reports in their entirety and not to rely on any single financial measure. An explanation of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure are available on our website at bms.com/investors.

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Bristol Myers Squibb Co. – ‘DEFA14A’ on 4/20/22

On: Wednesday, 4/20/22, at 4:30pm ET · Accession #: 1140361-22-15195 · File #: 1-01136

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