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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.           )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

 

Bristol-Myers Squibb Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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PROXY STATEMENT

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		Page
PROXY STATEMENT SUMMARY		3
ELECTION OF DIRECTORS		9
Majority Vote Standard and Mandatory Resignation Policy		9
Criteria for Board Membership		9
Director Independence		9
Director Succession Planning and Identification of Board Candidates		10
2018 Director Nominees		12
CORPORATE GOVERNANCE AND BOARD MATTERS		17
Active Board Oversight of Our Governance		17
Board Leadership Structure		18
Board's Role in Strategic Planning and Risk Oversight		19
Risk Assessment of Compensation Policies and Practices		20
Annual Evaluation Process		20
Meetings of our Board		21
Annual Meeting of Shareholders		21
Committees of our Board		21
Codes of Conduct		23
Related Party Transactions		24
Disclosure Regarding Political Activities		25
Global Corporate Citizenship & Sustainability		26
Communications with our Board of Directors		26
Compensation of Directors		27
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis		31
Compensation and Management Development Committee Report		53
Summary Compensation Table		54
Grants of Plan-Based Awards		55
Outstanding Equity Awards at Fiscal Year-End		56
Option Exercises and Stock Vesting		57
Present Value of Accumulated Pension Benefits		60
Non-Qualified Deferred Compensation Plan		60
Post-Termination Benefits		61
Termination of Employment Obligations (Excluding Vested Benefits)		66
Pay Ratio		66
ITEMS TO BE VOTED UPON
Item 1—Election of Directors		9
Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers		67
Equity Compensation Plan Information		67
Item 3—Ratification of the Appointment of Independent Registered Public Accounting Firm		68
Audit and Non-Audit Fees		68
Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm		69
Audit Committee Report		69
Item 4—Shareholder Proposal on Annual Report Disclosing How Risks Related to Public Concern Over Drug Pricing Strategies are Incorporated into Incentive Compensation Plans		71
Item 5—Shareholder Proposal to Lower the Share Ownership Threshold to Call Special Shareholder Meetings		73
VOTING SECURITIES AND PRINCIPAL HOLDERS		75
Common Stock Ownership by Directors and Executive Officers		75
Principal Holders of Voting Securities		76
Section 16(a) Beneficial Ownership Reporting Compliance		76
Policy on Hedging and Pledging		76
OTHER MATTERS		77
Advance Notice Procedures		77
2019 Shareholder Proposals		77
Compensation Committee Interlocks and Insider Participation		77
Availability of Corporate Governance Documents		77
FREQUENTLY ASKED QUESTIONS		78
EXHIBIT A—Categorical Standards of Independence		A-1
EXHIBIT B—Directions to our Lawrence Township Office		B-1

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345 Park Avenue
New York, New York 10154-0037

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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

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            Notice is hereby given that the 2018 Annual Meeting of Shareholders will be held at Bristol-Myers Squibb Company, 3401 Princeton Pike, Lawrence Township, New Jersey, on Tuesday, May 1, 2018, at 10:00 a.m. for the following purposes as set forth in the accompanying Proxy Statement:

•

to elect to the Board of Directors the 12 persons nominated by the Board, each for a term of one year;



•

to conduct an advisory vote to approve the compensation of our Named Executive Officers;



•

to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2018;



•

to consider two shareholder proposals, if presented at the meeting; and



•

to transact such other business as may properly come before the meeting or any adjournments thereof.

            Holders of record of our common and preferred stock at the close of business on March 14, 2018 will be entitled to vote at the meeting.

		By Order of the Board of Directors Katherine R. Kelly Vice President, Associate General Counsel and Corporate Secretary

Dated: March 22, 2018

YOUR VOTE IS IMPORTANT

Regardless of the number of shares you own, your vote is important. If you do not attend the Annual Meeting to vote in person, your vote will not be counted unless a proxy representing your shares is presented at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways:

(1)

GO TO WWW.PROXYVOTE.COM and vote via the Internet;



(2)

CALL THE TOLL-FREE TELEPHONE NUMBER (800) 690-6903 (this call is toll-free in the United States); or



(3)

MARK, SIGN, DATE AND PROMPTLY RETURN the enclosed proxy card in the postage-paid envelope.

If you do attend the Annual Meeting, you may revoke your proxy and vote by ballot.

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Dear fellow shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Bristol-Myers Squibb Company on Tuesday, May 1, 2018, at 10:00 a.m. at our offices located in Lawrence Township, New Jersey. I hope that you will be able to attend.

During the meeting, we will cover a number of business items, including the election of directors, advisory vote to approve the compensation of our Named Executive Officers, ratification of the appointment of an independent registered public accounting firm, and consideration of two shareholder proposals.

We will also use the meeting as an opportunity to look back on the past year, highlighting everything from our strong financial and operational company performance to our regulatory and clinical advances to our progress against our Sustainability 2020 goals and the important work of the BMS Foundation. And, of course, we will talk about our unwavering focus on our patients and their families—the people at the center of everything we do.

Lastly, I would like to take this opportunity to thank Dr. Laurie Glimcher for her many years of dedicated service to the Bristol-Myers Squibb Board of Directors and our shareholders. We are extremely grateful to Dr. Glimcher for her contributions. Dr. Glimcher retired from the Board on July 21, 2017. I would also like to welcome Dr. Karen Vousden and Dr. José Baselga to the Board. Drs. Vousden and Baselga were elected to serve as members of our Board of Directors effective January 1, 2018 and March 1, 2018, respectively. Each brings to our company important experience and skills that will further strengthen and complement our Board.

Last year, over 87% of the outstanding shares were represented at the Annual Meeting. Whether or not you attend in person, I hope that your shares will be represented at the meeting. Your vote is very important.

I look forward to welcoming many of you to our 2018 Annual Meeting.

Giovanni Caforio, M.D. Chairman of the Board and Chief Executive Officer

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To my fellow shareholders:

At Bristol-Myers Squibb, our Mission is "to discover, develop and deliver innovative medicines that help patients prevail over serious diseases." My fellow Directors and I believe in this Mission, and we strive to ensure from the boardroom that the company is well positioned to be successful in this important undertaking. Collectively, with the Board's oversight and appropriate guidance, in 2017 our management team worked to execute our strategy, focusing on commercial execution, advancing the pipeline, and managing expenses, while also increasing investment in our R&D pipeline. As a company, we are well-positioned to capitalize on multiple potential growth opportunities that support the creation of sustainable long-term value for our shareholders.

Since last year's Annual Meeting, Laurie H. Glimcher, M.D. has retired from our Board. The Board is extremely grateful to Dr. Glimcher for her contributions and many years of dedicated service to the Board and our shareholders. We also welcomed Karen H. Vousden, Ph.D. and José Baselga, M.D., Ph.D. to the Board on January 1, 2018 and March 1, 2018, respectively. Drs. Vousden and Baselga both bring to the Board extensive oncology expertise, each having more than 30 years of experience in oncology research and drug discovery and development.

Your Board remains committed to sound corporate governance and practices that ensure the Board is comprised of skilled, diverse and engaged members that effectively support the execution of the company's strategy, as well as openness to shareholder feedback. As evidence of this commitment, three key areas of focus in 2017 are worth highlighting:

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Focus on Board evaluations, effectiveness and composition. We were pleased to discuss our robust Board evaluation process with shareholders, which has recently been enhanced as discussed on page 20. We believe that a robust board assessment process, which reviews and evaluates the performance and contributions of directors, improves the overall effectiveness of the Board. We are also 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 election of five new independent directors over the past 13 months demonstrates our commitment to refreshment, balanced with the experience and company-specific knowledge of tenured directors. The Board is also committed to increasing diversity and inclusion, both at the Board level and across the company. In particular, the Committee on Directors and Corporate Governance revised its committee charter to formalize the Board's commitment to identifying and evaluating highly qualified women and under-represented ethnic group candidates as well as candidates with other diverse backgrounds, industry experience and other unique characteristics.

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Board's role in execution of company strategy. My fellow Directors and I believe that we are able to effectively serve the governance needs of our organization only when there is strong strategic partnership between management and the Board—where the Board is informed, active and constructively engages management, without disruption to the day-to-day business operations of the company. Our Board meets regularly to discuss the strategic direction, enterprise risks and the issues and opportunities facing our company. As a group, we provide a diverse and valuable mix of experience and insights in key areas, including, among others, expertise in the healthcare industry, fields of medicine, science and technology, clinical research, executive and boardroom leadership, strategy and team effectiveness, international markets, investment management, and financial, capital markets and operating experience. Our Board will continue to provide critical insights to our company that will (i) focus on maximizing shareholder value and (ii) support the pursuit of our Mission "to discover, develop and deliver innovative medicines that help patients prevail over serious diseases."

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Ongoing shareholder dialogue. Shareholder engagement remains a top priority. During 2017, we expanded our shareholder outreach, reaching out to over 50 of our top shareholders representing nearly 50% of our shares outstanding. We continued to engage with shareholders on a number of different topics, including board composition, tenure, board assessment, sustainability and risk oversight as well as executive compensation. We remain committed to this continued engagement with our shareholders because of the valuable insights we gain. Their input has enabled the Board to more thoroughly evaluate and improve our governance practices and disclosures in a variety of areas over the last few years, including for example, our board evaluation process, board composition and refreshment, and our executive compensation program.

As we look ahead, I can report that the Board will continue to advance its commitment to excellence in serving you, our shareholders. On behalf of the Board of Directors, I thank you for your continued support.

Vicki L. Sato, Ph.D. Lead Independent Director Chair, Committee on Directors and Corporate Governance

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PROXY STATEMENT SUMMARY

​	​	​	​	​	​	​
		2018 Annual Meeting of Shareholders
​	​	​	​	​	​	​
		Date:		Tuesday, May 1, 2018
		Time:		10:00 a.m.
		Place:		3401 Princeton Pike, Lawrence Township, New Jersey
				For additional information about the Annual Meeting, see "Frequently Asked Questions" beginning on page 78.
​	​	​	​	​	​	​

 

​	​	​	​	​	​	​	​	​	​	​	​	​
		Voting Matters
​	​	​	​	​	​	​	​	​	​	​	​	​
		Item		Proposal		Board Vote Recommendation		Required Vote		Page Number
​		1		Election of Directors		FOR ALL		Majority of votes cast		9		​
		2		Advisory vote to approve the compensation of our Named Executive Officers		FOR		Majority of shares voted		67
​		3		Ratification of the appointment of an independent registered public accounting firm		FOR		Majority of shares voted		68		​
		4		Shareholder proposal on annual report disclosing how risks related to public concern over drug pricing strategies are incorporated into incentive compensation plans		AGAINST		Majority of shares voted		71
​		5		Shareholder proposal to lower the share ownership threshold to call special shareholder meetings		AGAINST		Majority of shares voted		73		​
​	​	​	​	​	​	​	​	​	​	​	​	​

2017 Performance Highlights and Long-term Business Strategy

            We are a diversified specialty biopharmaceutical company, with a strategy uniquely designed to combine the resources, scale and capability of a pharmaceutical company with the speed and focus on innovation of the biotech industry. Our four strategic priorities are to drive business performance, continue to build a leading franchise in immuno-oncology, maintain a diversified portfolio both in immuno-oncology and other core therapeutic areas, and continue our disciplined approach to capital allocation, including establishing partnerships, collaborations and in-licensing or acquiring investigational compounds and innovative delivery systems as an essential component of successfully delivering transformational medicines to patients. Our commercial model has been evolving and revenues from our marketed product portfolio continue to grow which demonstrates strong execution of our strategy. In 2017, we met or exceeded our financial and operational goals in key areas. Looking ahead, we will continue to implement our biopharma strategy by driving the growth of key brands, executing product launches, investing in our diverse and innovative pipeline, aided by strategic business development, focusing on prioritized markets, increasing investments in our biologics manufacturing capabilities and maintaining a culture of continuous improvement with high integrity and ethics.

Key Financial and Operational Highlights for 2017

            2017 was a great year in which we built on the substantial growth and strong foundation put in place over the last few years. Management's continued execution of our strategic priorities in 2017 resulted in strong execution across the company, with increased revenues of 7%. Our GAAP earnings per share decreased by 77% primarily due to the impact of tax reform and our non-GAAP earnings per share increased by 6%. Our 2017 operating results were primarily driven by strong performance of prioritized brands, additional clinical and regulatory achievements, particularly in immuno-oncology, important business development activities that supplement our innovative pipeline, the evolution of our operating model, a disciplined approach to expense management, and a strong balance sheet.

​	​	​	​	​	​	​	​	​	​	​
				Full Year
		$ amounts in millions, except per share amounts
				2017		2016		Change
		Total Revenues		$20,776		$19,427		7%		​
		GAAP Diluted EPS (1)		0.61		2.65		(77)%
​		Non-GAAP Diluted EPS (2)		3.01		2.83		6%		​
​	​	​	​	​	​	​	​	​	​	​

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(1)		The decrease in GAAP EPS in 2017 was primarily due to an approximately $3B charge related to tax reform. After excluding the impact of tax reform and other specified items due to their significant and/or unusual nature, the increase in non-GAAP EPS in 2017 was primarily due to higher revenues. The exclusion of such specified items for 2017 is consistent with the company's current policies and procedures, as well as our past practices.
(2)		Our non-GAAP financial measures, including non-GAAP earnings and related EPS information, are adjusted to exclude specified items which represent certain costs, expenses, gains and losses and other items impacting the comparability of financial results. For a detailed listing of all specified items and further information, including reconciliations of non-GAAP financial measures, please refer to "—Non-GAAP Financial Measures" in our Annual Report on Form 10-K for the year ended December 31, 2017.

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Total Revenues of Prioritized Brands (Dollars in Millions)

 

 

 

Execution of our Strategy Continues to Create Sustainable Long-Term Value for Shareholders

            Our overall philosophy to create sustainable shareholder value is primarily focused on strong year-to-year financial and operational performance and on the development and advancement of our pipeline over the long-term. Our strong performance in 2017 continued to deliver on our strategy and positions us well for potential growth opportunities that will create sustainable long-term shareholder value, as evidenced by our 115% five-year total shareholder return (TSR). We also increased our dividend for the ninth year in a row.

Cumulative Indexed Total Shareholder Return    

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Director Nominees

            Our Committee on Directors and Corporate Governance maintains an active and engaged Board, whose diverse skill sets benefit from both the industry and company-specific knowledge of our longer-tenured directors, as well as the fresh perspectives brought by our newer directors. We continually review our Board's composition with a focus on refreshing necessary skill sets as our business strategy and industry dynamics evolve.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
				Name		Occupation		Independent		Committee Memberships*		Other Public Company Boards
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​				Giovanni Caforio, M.D. Chairman of the Board Age: 53 Director Since: 2014		Chairman of the Board and Chief Executive Officer		No		​		0		​
				Vicki L. Sato, Ph.D. Lead Independent Director Age: 69 Director Since: 2006		Non-Executive Chairman of Denali Therapeutics, Inc.; retired Professor of Management Practice at the Harvard Business School		Yes		CDCG (c); S&T		3
​				Peter J. Arduini Age: 53 Director Since: 2016		President and Chief Executive Officer of Integra LifeSciences Holdings Corporation		Yes		Audit; CMDC		1		​
				José Baselga, M.D., Ph.D. Age: 58 Director Since: 2018**		Physician-in-Chief at Memorial Sloan-Kettering Cancer Center and Professor of Medicine at Weill Cornell Medical College		Yes		S&T		1
​				Robert J. Bertolini Age: 56 Director Since: 2017		Former President and Chief Financial Officer of Bausch & Lomb Incorporated		Yes		Audit (c); CDCG		2		​
				Matthew W. Emmens Age: 66 Director Since: 2017		Former Chairman, Chief Executive Officer of Shire PLC; former Chairman, President and Chief Executive Officer of Vertex Pharmaceuticals Incorporated		Yes		CMDC; S&T		0
​				Michael Grobstein Age: 75 Director Since: 2007		Former Vice Chairman of Ernst & Young LLP		Yes		Audit; CMDC (c)		0		​
				Alan J. Lacy Age: 64 Director Since: 2008		Former Non-Executive Chairman of Dave & Buster's Entertainment, Inc.; former Vice Chairman and CEO of Sears Holdings Corporation		Yes		Audit; CDCG		0
​				Dinesh C. Paliwal Age: 60 Director Since: 2013		President and Chief Executive Officer of Harman International, a wholly-owned subsidiary of Samsung Electronics Co., Ltd		Yes		CMDC; CDCG		1		​
				Theodore R. Samuels Age: 63 Director Since: 2017		Former President of the Capital Guardian Trust Company		Yes		Audit; CDCG		2
​				Gerald L. Storch Age: 61 Director Since: 2012		Chief Executive Officer of Storch Advisors; former Non-Executive Chairman of Supervalu Inc.		Yes		Audit; CMDC		0		​
				Karen H. Vousden, Ph.D. Age: 60 Director Since: 2018**		Senior Group Leader at The Francis Crick Institute; Chief Scientist at Cancer Research UK		Yes		S&T (c)		0

		*		Committee memberships listed as of the date of this Annual		Audit:		Audit Committee		​
​		​		Meeting		CDCG:		Committee on Directors and Corporate Governance		​
​		**		Dr. Vousden and Dr. Baselga were each elected to serve as a		CMDC:		Compensation and Management Development Committee		​
​		​		member of the Board of Directors effective January 1, 2018		S&T:		Science and Technology Committee		​
​		​		and March 1, 2018, respectively		(c):		Committee Chair		​
​	​	​	​	​	​	​	​	​	​	​

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ITEM 1—ELECTION OF DIRECTORS

            Our Board of Directors has nominated 12 current directors, Peter J. Arduini, José Baselga, M.D., Ph.D., Robert J. Bertolini, Giovanni Caforio, M.D., Matthew W. Emmens, Michael Grobstein, Alan J. Lacy, Dinesh C. Paliwal, Theodore R. Samuels, Vicki L. Sato, Ph.D., Gerald L. Storch and Karen H. Vousden, Ph.D., to serve as directors of Bristol-Myers Squibb. The directors will hold office from election until the 2019 Annual Meeting.

Majority Vote Standard and Mandatory Resignation Policy

            A majority of the votes cast is required to elect directors. Any current director who does not receive a majority of votes cast must tender his or her resignation as a director within 10 business days after the certification of the shareholder vote. The Committee on Directors and Corporate Governance, without participation by any director tendering his or her resignation, will consider the resignation offer and recommend to the Board whether to accept it. The Board, without participation by any director tendering his or her resignation, will act on the Committee's recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. We will promptly disclose the Board's decision and 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. 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.

Criteria for Board Membership

            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, 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.

All Director Nominees Possess:

Director Orientation and Continuing Education

            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 to our company, including our business, strategy and governance. New directors participate in an orientation program with senior business and functional leaders from all areas of the company, during which there is discussion on strategic priorities and key risks and opportunities, and participate in site visits to one or more of our locations. On an ongoing basis, 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 Directors to enroll in continuing education programs sponsored by third parties at our expense.

Director Independence

            Our Corporate Governance Guidelines provide that a substantial majority of Board members be independent from management, and the Board has adopted independence standards that meet the listing standards of the New York Stock Exchange. Our Board has determined that each of our directors and each director nominee for election at this Annual Meeting is independent of Bristol-Myers Squibb and its management in that none currently have a direct or indirect material relationship with our company, except for Giovanni Caforio, M.D.

            Dr. Caforio is not an independent director because he is currently our Chief Executive Officer.

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Process for Determining Independence

            In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of director independence. In February 2018 and March 2018, the Board considered all commercial and charitable relationships of our independent directors and director nominees, including the following relationships, which were deemed immaterial under our categorical standards (see Exhibit A):

•

Dr. Sato, Messrs. Arduini, Bertolini, Grobstein, Lacy and Samuels are directors of companies that received payment from the company for property or services in an aggregate amount that did not exceed the greater of $1 million or 2% of such other company's consolidated gross revenues. For each transaction, the Board determined that the director did not initiate or negotiate the transaction and that the transaction was entered into in the ordinary course of business.



•

Drs. Baselga, Sato and Vousden, Messrs. Arduini, Grobstein and Lacy, or one of their immediate family members, are employed by, or serve as directors of, businesses or educational or medical institutions with which we engage in ordinary course business transactions. The directors did not initiate or negotiate any transaction with such institutions and the payments made did not exceed the greater of $1 million or 2% of such institutions' respective consolidated gross revenues.



•

Dr. Sato, Messrs. Grobstein and Samuels are directors of charitable or non-profit organizations to which the Bristol-Myers Squibb Foundation made charitable contributions, which, in the aggregate, did not exceed the greater of $1 million or 2% of such organizations' respective consolidated gross revenues.

            The Board determined that none of these relationships impair the independence of these directors under the New York Stock Exchange's independence standards or otherwise.

Director Succession Planning and Identification of Board Candidates

Regular Assessment of our Board Composition

            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 was recently enhanced in 2017 as described more fully under "Annual Evaluation Process" beginning on page 20. The Committee also considers succession planning for its directors.

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Shareholder Nominations for Director

            The Committee on Directors and Corporate Governance considers and evaluates shareholder recommendations of nominees for election to our Board of Directors in the same manner as other director nominees. 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. Shareholders should send their written recommendations of nominees accompanied by the required documents to: Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, Attention: Corporate Secretary, until July 1, 2018, after which, please address to Bristol-Myers Squibb Company, 430 East 29th Street—14^th Floor, New York, New York 10016, Attention: Corporate Secretary.

Proxy Access Shareholder Right

            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 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 2019 Annual Meeting, we must receive this notice between October 23, 2018 and November 22, 2018. Shareholders should send their notices to: Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, Attention: Corporate Secretary, until July 1, 2018, after which please address to Bristol-Myers Squibb Company, 430 East 29th Street—14^th Floor, New York, New York 10016, Attention: Corporate Secretary.

Importance of Balancing Board Refreshment with Continuity; Limited Waiver of Mandatory Retirement for Mr. Grobstein

            The Board believes it is important to balance refreshment with the need to retain directors who have developed, over a period of time, significant insight into the company and its operations and who continue to make valuable contributions to the company that benefit our shareholders. Over the last 13 months, five new independent directors joined the company's Board, representing refreshment of approximately 40% of the Board. Another director, Mr. Grobstein, turned 75 this year. We have a general mandatory retirement age policy for non-employee directors at the annual meeting following their 75^th birthday, unless the Board makes an exception for a specific director for special circumstances. After extensive consideration and discussion of these specific facts and special circumstances, following input from several of our top shareholders, and upon the recommendation of our Committee on Directors and Corporate Governance, our Board determined that it is in the best interest of the company and its shareholders to waive the mandatory retirement age for Mr. Michael Grobstein for up to two years to maintain Board continuity during this period of transition. In reaching this determination, the Board also carefully considered Mr. Grobstein's extensive knowledge of the company and industry; his leadership as Compensation and Management Development Committee Chairman; his key role as a member and former Chair of our Audit Committee; his desire and ability to continue to guide and serve the company in executing its mission and strategy; the low average tenure of the Board (4.5 years compared to 8.2 for the S&P 500) and the recently enhanced, robust Board evaluation process, among other things.

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2018 Director Nominees

            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.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Active Board Oversight of Our Governance

            Our business is managed under the direction of our Board of Directors 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 and discussions with the Chief Executive Officer and other officers of Bristol-Myers Squibb; by reviewing materials provided to Board members by management and by outside advisors; and by participating in Board and Board Committee meetings.

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            The Committee on Directors and Corporate Governance continually reviews corporate governance issues and is responsible for identifying and recommending the adoption of corporate governance initiatives. In addition, our Compensation and Management Development Committee regularly reviews compensation issues and recommends adoption of policies and procedures that strengthen our compensation practices. The "Compensation Discussion and Analysis" beginning on page 31 discusses many of these policies and procedures.

            The Board of Directors has adopted Corporate Governance Guidelines that govern its operation and that of its Committees. Our Board annually reviews the Corporate Governance Guidelines and, from time to time, our Board revises them in response to changing regulatory requirements, evolving best practices and the concerns of our shareholders and other constituents. Our Corporate Governance Guidelines may be viewed on our website at www.bms.com/ourcompany/governance.

Board Leadership Structure

            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 Chairman and Lead Independent Director roles, including the requirement that the Board have a Lead Independent Director if the Chairman is not an independent director. This information is set forth in more detail on our website at www.bms.com/ourcompany/governance.

            Our Board has dedicated significant consideration to our leadership structure, particularly in connection with the election of Dr. Caforio as the Chairman of the Board at the 2017 Annual Meeting. As disclosed last year, the Board's analysis of our leadership structure took into account 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 challenges specific to our company, and the best interests of our shareholders. After thoughtful and rigorous consideration, the Board determined that combining the Chairman and Chief Executive Officer positions and electing Dr. Caforio as the Chairman of the Board was in the best interest of the company and our shareholders. The Board continues to believe this is the best leadership for the company and its shareholders at this time. Specifically, our Board believes that to have Dr. Caforio serve in the combined role of Chairman and Chief Executive Officer confers distinct advantages at this time, including:

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having a Chairman who can draw on detailed institutional knowledge of the company and industry experience from serving as Chief Executive Officer, providing the Board with focused leadership, particularly in discussions about the company's strategy;



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a combined role ensures that the company presents its message and strategy to all stakeholders, including shareholders, employees and patients, with a unified voice; and



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the structure allows for efficient decision making and focused accountability.

            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 have elected Dr. Vicki Sato to serve in that position.

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

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            The Board believes this structure provides an effective, high-functioning Board, as well as appropriate safeguards and oversight. Our Board will continue to evaluate its leadership structure in light of changing circumstances and will evaluate the Board's leadership structure on at least an annual basis and make changes at such times as it deems appropriate.

Board's Role in Strategic Planning and Risk Oversight

            Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our company in light of trends and developments in the biopharmaceutical industry and general business environment. Our Board has been instrumental in determining our next steps as we have emerged as a diversified specialty biopharmaceutical company.

            Furthermore, in setting our business strategy, the Board plays a critical role in the determination of the types and appropriate levels of risk undertaken by the company.

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Constant focus on strategy:  Throughout the year, our Board provides guidance to management on strategy and helps to refine operating plans to implement the strategy.

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Annual strategy deep-dive:  Each year, typically during the second quarter, the Board holds an extensive meeting with senior management dedicated to discussing and reviewing our long-term operating plans and overall corporate strategy. A discussion of key risks to the plans and strategy as well as risk mitigation plans and activities is led by our Chief Executive Officer as part of the meeting.

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Dedicated to oversight of risk management:  As stated in our Corporate Governance Guidelines, our Board is responsible for risk oversight as part of its fiduciary duty of care to monitor business operations effectively.

            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:

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Risk Assessment of Compensation Policies and Practices

            The Compensation and Management Development Committee annually conducts a worldwide review of our material compensation policies and practices. Based on this review, we have 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 programs contain many design features that mitigate the likelihood of inducing excessive or inappropriate risk-taking behavior. These features include:

Annual Evaluation Process

            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 committees. Under the leadership and guidance of our Lead Independent Director, the Committee on Directors and Corporate Governance continuously assesses the Board evaluation process. In 2017, following discussions with and input from the full Board of Directors, the Committee enhanced the Board assessment process to include a written questionnaire. The formal 2017 Board and Committee evaluation processes were as follows:

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Board:  Directors completed a written questionnaire on an unattributed basis responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, and Committee effectiveness. The robust feedback and comments from the directors were anonymously compiled and then were presented by the Chairman and the Lead Independent Director to the full Board for discussion and action. The 2017 Board evaluation was completed in March 2018.



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Committees:  Committee chairs selected a list of topics for their respective committees to evaluate and discuss, covering both substantive and process-oriented aspects of committee performance. The list of discussion topics for each committee was distributed to committee members in advance for consideration. Committee chairs led discussions in executive session of their respective committees. Committee chairs then reported to the full Board the results of their respective committee's evaluation and any follow-up actions. The 2017 Committee evaluations were completed in the beginning of 2018 and reported to the Board in March 2018.

            The formal annual Board and Committee evaluations are supplemented by regular informal one-on-one discussions between the Chairman and Chief Executive Officer and each director throughout the year. The Lead Independent Director actively conveys directors' feedback on an ongoing basis to our Chairman and Chief Executive Officer and has regular one-on-one discussions with the other members of the Board.

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Meetings of our Board

            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 2017, the Board met 12 times. The average aggregate attendance of directors at Board and committee meetings was over 96%. No director attended fewer than 75% of the aggregate number of Board and committee meetings during the period he or she served. In addition, our independent directors met 9 times during 2017 to discuss such topics as our independent directors determined, including the evaluation of the performance of our current Chief Executive Officer.

Annual Meeting of Shareholders

            Directors are strongly encouraged, but not required, to attend the Annual Meeting of Shareholders. All of the 2017 nominees for director attended our 2017 Annual Meeting of Shareholders except Theodore R. Samuels who had a long-standing previous commitment.

Committees of our Board

            Our Bylaws specifically provide for an Audit Committee, Compensation and Management Development Committee, and Committee on Directors and Corporate Governance, 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 of Directors 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 http://bms.com/ourcompany/governance/Pages/board_committees_charters.aspx. 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 committee.

            The table below indicates the current members of our standing Board Committees and the number of meetings held in 2017:

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            The following descriptions reflect each standing Board Committee's membership and Chair effective as of May 1, 2018.

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            In addition, on February 22, 2017, the Board established a Securities Issuance Committee to determine and approve the terms and provisions of securities issued by the company. The members of the Securities Issuance Committee were Lamberto Andreotti, Giovanni Caforio and Alan J. Lacy. The Securities Issuance Committee met once during 2017.

Codes of Conduct

            The Principles of Integrity adopted by our Board of Directors 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.

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            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/ourcompany/governance. 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/ourcompany/governance 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.

Related Party Transactions

            The Board has adopted a written policy and procedures for the review and approval of transactions involving the company and related parties, such as directors, executive officers and their immediate family members. The policy covers 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 or ratification in accordance with the following procedures:

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Management will be responsible for determining whether a transaction is an interested transaction requiring review under this policy, in which case the transaction will be disclosed to the Committee on Directors and Corporate Governance (the "Governance Committee").



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The Governance Committee will review the relevant facts and circumstances, including, among other things, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or ordinary circumstances and the related party's interest in the transaction.



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If it is impractical or undesirable to wait until a Governance Committee meeting to complete an interested transaction, the Chair of the Governance Committee, in consultation with the General Counsel, may review and approve the transaction, which approval must be ratified by the Governance Committee at its next meeting.



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In the event the company becomes aware of an interested transaction that has not been approved, the Governance Committee will evaluate all options available to the company, including ratification, revision or termination of such transaction and take such course of action as the Governance Committee deems appropriate under the circumstances.



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No director will participate in any discussion or approval of the interested transaction for which he or she is a related party, except that the director will provide all material information concerning the interested transaction to the Governance Committee.



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If an interested transaction is ongoing, the Governance Committee may establish guidelines for management to follow in its ongoing dealings with the related party and will review and assess such ongoing relationships on at least an annual basis.



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Certain types of interested transactions are deemed to be pre-approved or ratified by the Governance Committee, as applicable, even if the amount involved will exceed $120,000, including the employment of executive officers, director compensation, certain transactions with other companies or charitable contributions, transactions where all shareholders receive proportional benefits, transactions involving competitive bids, regulated transactions and certain banking-related services.

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            BlackRock, Inc. (BlackRock), Wellington Management Group, LLP (Wellington) 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 ratified and approved the following related party transactions in accordance with our policy and Bylaws:

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Certain of our retirement plans use BlackRock and its affiliates to provide investment management services. In connection with these services, we paid BlackRock approximately $1.2 million in fees during 2017.



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Certain of our retirement plans use Wellington and its affiliates to provide investment management services. In connection with these services, we paid Wellington approximately $1.3 million in fees during 2017.



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Vanguard acts as an investment manager with respect to certain investment options under our savings and thrift plans. Participants in the plans pay Vanguard's investment management fees if they invest in investment options managed by Vanguard; neither the plans themselves nor the company pays fees directly to Vanguard. In connection with these services, Vanguard received approximately $445,000 in fees during 2017.

            The Governance Committee ratified 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.

            Dr. Baselga was elected to the Board effective March 1, 2018. He has served as Physician-in-Chief of Memorial Sloan-Kettering Cancer Center (MSKCC) since January 2013. The company has made both business and charitable payments to MSKCC for many years, including for research studies and grants led by principal investigators affiliated with the hospital. The company paid MSKCC approximately $7.6 million in 2017, which accounted for less than 2% of MSKCC's revenues for the 2017 fiscal year.

            Dr. Lynch retired from the Board on March 15, 2017 and currently serves as our Chief Scientific Officer. Before this, he served as the Chairman and Chief Executive Officer of the Massachusetts General Physicians Organization (MGPO) and a member of the Board of Directors of Massachusetts General Hospital (MGH) from September 2015 until March 2017. The MGPO and MGH comprise the operating structure of the General Hospital Corporation, which is the largest part of the parent corporation, Partners HealthCare, a not-for-profit healthcare system. The company has made both business and charitable payments to MGH for many years, including for research studies and grants led by principal investigators affiliated with the hospital. The company paid MGH approximately $305,755 in 2017, which accounted for less than 2% of Partners HealthCare's revenues for the fiscal year ended September 30, 2017.

            Dr. Glimcher retired from the Board on July 21, 2017. Before this, she was appointed President and CEO of Dana-Farber Cancer Institute ("Dana-Farber") on October 1, 2016. The company has made both business and charitable payments to Dana-Farber for several years and entered into multiple research collaborations with Dana-Farber as recently as February 2016. The company paid Dana-Farber approximately $9.6 million in 2017, which accounted for less than 2% of Dana-Farber's revenues for the 2017 fiscal year.

            The Governance Committee ratified the above relationships on the basis that Drs. Baselga, Lynch and Glimcher did not initiate or negotiate any of the arrangements the company has with their affiliated organizations, all of the business dealings were entered into in the ordinary course of business prior to Drs. Baselga, Lynch or Glimcher assuming the stated roles at the respective organizations and the engagement of such companies by BMS were on terms no more favorable to them than terms that would be available to unaffiliated third parties under the same or similar circumstances.

Disclosure Regarding Political Activities

            We provide semi-annual disclosure on our website 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

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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.

Global Corporate Citizenship & Sustainability

            Patients are at the center of everything we do, and our work is focused on the development of innovative medicines that deliver value to patients and the broader society. To do so in a sustainable manner requires continued investment in research and development that seeks to uncover transformative approaches to treating serious diseases. At the same time, we aim to broaden access to medicines by collaborating with various facets of healthcare systems globally to build capacity to care for patients, including creative approaches to address affordability. Over the past 20 years, Bristol-Myers Squibb has embraced its responsibility to grow in a manner that respects the environment, encourages social progress and contributes to long-term economic viability that supports our employees and communities. Our Sustainability 2020 goals are:

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Accelerate innovation to develop transformative medicines—By 2020, enable Speed to Patients by optimizing development timelines such as R&D processes, regulatory review and data packaging. The goal also focuses on improving clinical trial patient diversity and satisfaction.



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Enhance patient access to medicines—Use existing approaches such as tiered pricing, voluntary licensing, reimbursement support, patient assistance programs and our Bristol-Myers Squibb Foundation partnerships to provide greater access to our medicines in global markets. For example, all marketed products will have access plans.



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Be the employer of choice and the champion of safety—Empower and engage our people by improving safe behaviors and building a more globally diverse and inclusive workforce; being a recognized employer of choice. For example, by 2020, establish a new safety culture survey and improve results.



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Drive supply chain leadership on quality and integrity—Ensure reliable supply, engaging with our critical suppliers and assessing those in high-risk countries for conformance with labor and integrity standards. As an example, all critical manufacturing suppliers will be assessed for risk and risk mitigation performance, with results incorporated in sourcing decisions.



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Innovate to support a green, healthy planet—Continue to improve our environmental footprint with greenhouse gas and water reduction goals and integrate green design and reduce waste throughout our product portfolio. Among Bristol-Myers Squibb's Sustainability 2020 Goal targets is to reduce water use and greenhouse gas emissions by 5 percent (absolute) or more from the 2015 baseline.

            We remain actively engaged with our shareholders and other key stakeholders on our environmental, social and governance performance relative to our financial results. Our Board remains actively engaged on these issues with direct oversight by our Committee on Directors and Corporate Governance. For more information and to provide feedback, please see the company's website at https://www.bms.com/about-us/sustainability.html under "Sustainability."

Communications with our Board of Directors

            Our Board has created a process for anyone to communicate directly with our Board, any committee of the Board, the non-management directors of the Board collectively or any individual director, including our Chairman and Lead Independent Director. Any interested party wishing to contact our Board may do so in writing by sending a letter c/o Corporate Secretary, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, until July 1, 2018, after which, please address to Bristol-Myers Squibb Company, 430 East 29th Street—14^th Floor, New York, New York 10016, 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 Governance Committee.

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            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.

Compensation of Directors

Director Compensation Program

            We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance annually reviews our directors' compensation practices, including a review of the director compensation programs at our executive compensation peer group. Furthermore, for 2017 we again engaged an outside consultant, Frederic W. Cook & Co., Inc. (FWC), to review market data and competitive information on director compensation. FWC recommended that our executive compensation peer group should be the primary source for determining director compensation.

            Based on this analysis, the Committee determined to make no changes to the director compensation program for service as a director in 2017. The Committee also determined, in light of the fact that our director compensation program has been unchanged since 2016, and was between the 25^th percentile and median of our peer group, among other reasons, to increase the annual equity award for service as a director for 2018 by $15,000. The Committee submitted its recommendations for director compensation to the full Board for approval. Our employee directors do not receive any additional compensation for serving as directors.

            The Committee believes the total compensation package for directors we offered in 2017 was reasonable, and appropriately aligned the interests of directors with our shareholders by ensuring directors have a proprietary stake in our company.

The Components of our Director Compensation Program

            In 2017, non-management directors who served for the entirety of 2017 received: