DEF 14A 1 a2227801zdef14a.htm DEF 14A

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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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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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)

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No fee required.

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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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Fee paid previously with preliminary materials.

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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:
        
 
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PROXY STATEMENT




TABLE OF CONTENTS

 
  Page

PROXY STATEMENT SUMMARY

  3

ELECTION OF DIRECTORS

  10

Majority Vote Standard and Mandatory Resignation Policy

  10

Criteria for Board Membership

  10

Director Independence

  11

Director Succession Planning and Identification of Board Candidates

  12

2016 Director Nominees

  13

CORPORATE GOVERNANCE AND BOARD MATTERS

  19

Active Board Oversight of Our Governance

  19

Board Leadership Structure

  19

Board's Role in Strategic Planning and Risk Oversight

  20

Risk Assessment of Compensation Policies and Practices

  21

Annual Evaluation Process

  22

Meetings of our Board

  22

Annual Meeting of Shareholders

  22

Committees of our Board

  22

Codes of Conduct

  26

Related Party Transactions

  26

Disclosure Regarding Political Activities

  28

Communications with our Board of Directors

  28

Compensation of Directors

  28

EXECUTIVE COMPENSATION

   

Compensation Discussion and Analysis

  33

Compensation and Management Development Committee Report

  65

Summary Compensation Table

  66

Grants of Plan-Based Awards

  68

Outstanding Equity Awards at Fiscal Year-End

  70

Option Exercises and Stock Vesting

  72

Present Value of Accumulated Pension Benefits

  75

Non-Qualified Deferred Compensation Plan

  76

Post-Termination Benefits

  77

Termination of Employment Obligations (Excluding Vested Benefits)

  83

ITEMS TO BE VOTED UPON

   

Item 1—Election of Directors

  10

Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers

  84

Equity Compensation Plan Information

  85

Item 3—Ratification of the Appointment of Independent Registered Public Accounting Firm

  85

Audit and Non-Audit Fees

  86

Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm

  86

Audit Committee Report

  87

Item 4—Shareholder Proposal on Special Shareowner Meetings

  88

VOTING SECURITIES AND PRINCIPAL HOLDERS

  90

Common Stock Ownership by Directors and Executive Officers

  91

Principal Holders of Voting Securities

  92

Section 16(a) Beneficial Ownership Reporting Compliance

  92

Policy on Hedging and Pledging

  92

OTHER MATTERS

  92

Advance Notice Procedures

  92

2017 Shareholder Proposals

  93

Compensation Committee Interlocks and Insider Participation

  93

Availability of Corporate Governance Documents

  93

FREQUENTLY ASKED QUESTIONS

  94

EXHIBIT A—Categorical Standards of Independence

  A-1

EXHIBIT B—Directions to our Plainsboro Office

  B-1

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345 Park Avenue
New York, New York 10154-0037




NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS



            Notice is hereby given that the 2016 Annual Meeting of Shareholders will be held at Bristol-Myers Squibb Company, 777 Scudders Mill Road, Plainsboro, New Jersey, on Tuesday, May 3, 2016, 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 11 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 2016;

    to consider one shareholder proposal, 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 11, 2016 will be entitled to vote at the meeting.

  By Order of the Board of Directors

GRAPHIC

Katherine R. Kelly
Associate General Counsel and
Corporate Secretary

Dated: March 23, 2016


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 3, 2016, at 10:00 a.m. at our offices located in Plainsboro, New Jersey. We 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 one shareholder proposal. Your vote is very important. Last year, over 88% of the outstanding shares were represented at the Annual Meeting. Whether or not you attend in person, we hope that your shares will be represented at the meeting.

During the meeting, we will also discuss the important work we did last year for patients. From transforming cancer care to diversifying our portfolio to building an even stronger organization, 2015 was an extraordinary year for Bristol-Myers Squibb. Perhaps most significantly, we also became an even more patient-centric company, devoting more time and attention to the people at the center of everything we do – our patients and their families.

And lastly, we will use the opportunity to thank Lewis Campbell for his many years of dedicated service to Bristol-Myers Squibb and our shareholders. Lewis will retire from the Board of Directors effective after this Annual Meeting. We will also welcome Peter Arduini to the Board. Pete was elected to serve as a member of our Board of Directors effective April 1, 2016.

We look forward to welcoming many of you to our 2016 Annual Meeting.



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Giovanni Caforio, M.D.
Chief Executive Officer

 


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Lamberto Andreotti
Chairman of the Board

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To my fellow shareholders:

2015 was an extraordinary year for Bristol-Myers Squibb and it represented an important inflection point for our company. We emerged from a multi-year transformation to deliver strong operational performance, establishing a position of strength as we enter this exciting next chapter. 2015 was marked by significant growth across our core priority brands, advancement of our leadership position in immuno-oncology, which is a new way of treating cancer by using the body's own immune system, and investment in our key therapeutic areas to further strengthen our pipeline.

We also underwent an important leadership transition. In May, Giovanni Caforio succeeded Lamberto Andreotti as Chief Executive Officer and Lamberto became Chairman of the Board. Additionally, the independent members of the Board elected a Lead Independent Director, with significant independent leadership responsibilities. We believe this leadership structure best positions Bristol-Myers Squibb to execute against our strategic goals as we enter the next chapter of expected growth, while maintaining strong independent leadership in the boardroom.

Your Board remains committed to continued excellence in governance, openness to shareholder feedback, and practices that ensure the Board is comprised of skilled, diverse and engaged members. As evidence of this commitment, three key areas of focus in 2015 are worth highlighting:

    Ongoing shareholder dialogue. Both the Board and senior management team are committed to ongoing and constructive engagement with shareholders. Communicating directly with our shareholders and bringing that feedback to the Board was a top priority for me upon being elected Lead Independent Director. During 2015, I met directly with shareholders representing over 20% of our outstanding shares. The input investors provided enabled the Board to more thoroughly evaluate our governance practices, including the proxy access bylaw that we adopted in February, and inform our executive compensation program.
    Regular Board evaluation. During our dialogue with shareholders this year, a common focus was Board effectiveness, including Board composition and practices that ensure the Board remains highly engaged. We were pleased to discuss our robust Board and committee evaluation process, which is led by the Committee on Directors and Corporate Governance. We have also significantly enhanced our proxy statement disclosure regarding Board composition in order to provide even greater transparency to our shareholders.
    Significant changes to our executive compensation program. Following a disappointing level of support for our advisory vote on executive compensation in 2015, extensive shareholder engagement on our compensation practices, and a thorough review of our compensation practices in the context of our evolving business, the Compensation and Management Development Committee made significant changes to our executive compensation program. These changes further enhance the structural alignment between our incentive program and our strategy, and directly reflect the feedback we received from shareholders. These changes are described in further detail in both our proxy summary on page three and in the "Compensation Discussion and Analysis", which begins on page 33.

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. Thank you for your continued support.


GRAPHIC
       
Togo D. West, Jr.
Lead Independent Director
Chair, Compensation and Management Development Committee

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PROXY STATEMENT SUMMARY

 
   
   
   
    2016 Annual Meeting of Shareholders    
    Date:   Tuesday, May 3, 2016    
    Time:   10:00 a.m.    
    Place:   777 Scudders Mill Road, Plainsboro, New Jersey    
             
        For additional information about the Annual Meeting, see "Frequently Asked Questions" beginning on page 94.    

 

 
   
   
   
   
   
   
    Voting Matters                
   
Item
 
Proposal
  Board Vote
Recommendation
 
Required Vote
  Page
Number
   
    1   Election of Directors   FOR ALL   Majority of votes cast   10  
    2   Advisory vote to approve the compensation of our named executive officers   FOR   Majority of shares voted   84    
    3   Ratification of the appointment of an independent registered public accounting firm   FOR   Majority of shares voted   85  
    4   Shareholder proposal on special shareowner meetings   AGAINST   Majority of shares voted   88    

2015 Performance Highlights

            2015 marked Bristol-Myers Squibb's emergence from a multi-year transformation to an exciting new chapter for the company. Following a number of years of foundation-building and working to streamline our core therapeutic areas, we delivered strong operational and financial performance in 2015 that created significant value for our shareholders.

Key Operational and Financial Highlights for 2015

            2015 was an exceptional year in which we began a new chapter of growth and laid a strong foundation for our future as we continued to advance a diversified pipeline of innovative medicines. In a year during which we lost exclusivity of Abilify, our largest product in 2014, we increased revenues by 4% compared to 2014. In addition, although our GAAP diluted earnings per share decreased by 23% due to higher research and development expenses as noted in the footnote below, our non-GAAP diluted earnings per share increased by 9% compared to 2014. This growth was the result of the strong performance of new and inline brands (products that are not expected to lose exclusivity for at least the next few years in the U.S. or EU), significant clinical and regulatory achievements, particularly in immuno-oncology, important business development activities that supplement our innovative pipeline, and a strong balance sheet.

 
   
   
   
   
   

 

     
Full Year
   

 

 

$ amounts in millions, except per share amounts

           

 

     
2015
 
2014
 
Change
   

 

 

Total Revenues

  $16,560   $15,879   4%    

 

 

GAAP Diluted EPS (1)

  0.93   1.20   (23%)    

 

 

Non-GAAP Diluted EPS (2)

  2.01   1.85   9%    


(1)

 

The decrease in GAAP EPS in 2015 was due to higher research and development expenses as a result of upfront payments for licensing and asset acquisitions of investigational compounds, including Flexus Biosciences Inc. and Cardioxyl Pharmaceuticals, Inc., which were acquired for upfront payments of $800 million and $200 million, respectively. After excluding specified items due to their significant and/or unusual nature, the increase in non-GAAP

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    EPS in 2015 was primarily due to higher revenues. The exclusion of such specified items for 2015 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, 2015.

Total Revenues of Select Key Products (Dollars in Millions)

 
   
   
   
   
   
   
   
   
   


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Unprecedented Achievements in Immuno-Oncology in 2015

            Our achievements in immuno-oncology in 2015 with our new drug Opdivo have been unprecedented not only for Bristol-Myers Squibb, but within the market broadly. In 2015, Opdivo

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demonstrated an overall survival benefit in three large Phase III studies, which led to early study stops, with a total of five Opdivo Phase III trials stopped early because the data showed an overall survival benefit compared with standard of care therapy. Within 12 months of Opdivo's first approval in the U.S. for metastatic melanoma in late December 2014, we worked with unprecedented speed with the U.S. Food and Drug Administration (FDA) and received five additional U.S. approvals for indications across three different tumor types, transforming cancer care in advanced non-small cell lung cancer, melanoma and kidney cancer. As of the end of 2015, Opdivo was approved in over 40 countries. As a result of the efficacy demonstrated in trials, the breadth of our innovative clinical development program across multiple cancer types simultaneously, and the innovation of our people, the timelines for clinical trials, regulatory approvals and market adoption of Opdivo have all progressed with unprecedented speed. These achievements have further advanced our leadership position in immuno-oncology.

Execution of our Strategy Continues to Create Value for Shareholders

            Our total shareholder return (stock price appreciation plus dividends), or TSR, reflects our financial and operational achievements in 2015 and continues to outpace our peers, as we delivered over 19% in one-year TSR and more than 131% in three-year TSR, while increasing the dividend for the seventh year in a row.

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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
   
    GRAPHIC   Lamberto Andreotti
Chairman of the Board
Age: 65
Director Since: 2009



 
Chairman of the Board of Directors and Former Chief Executive Officer of the Company   No     1  
    GRAPHIC   Togo D. West, Jr.
Lead Independent Director
Age: 73
Director Since: 2008
  Chairman of TLI Leadership Group and Former U.S. Secretary of Veterans Affairs   Yes   CDCG (c);
CMDC
  2    
    GRAPHIC   Peter J. Arduini
Age: 51
Director Since: 2016**


 
President and Chief Executive Officer of Integra LifeSciences Holdings Corporation   Yes   Audit   1  
    GRAPHIC   Giovanni Caforio, M.D.
Age: 51
Director Since: 2014
  Chief Executive Officer of the Company   No       0    
    GRAPHIC   Laurie H. Glimcher, M.D.
Age: 64
Director Since: 1997


 
Dean of Weill Cornell Medical College and the Cornell University Provost for Medical Affairs   Yes   S&T   1  
    GRAPHIC   Michael Grobstein
Age: 73
Director Since: 2007
  Former Vice Chairman of Ernst & Young LLP   Yes   Audit;
CMDC (c)
  1    
    GRAPHIC   Alan J. Lacy
Age: 62
Director Since: 2008


 
Non-Executive Chairman, Dave & Buster's Entertainment, Inc. and former Vice Chairman and CEO of Sears Holdings Corporation   Yes   Audit (c);
CDCG

 
1  
    GRAPHIC   Thomas J. Lynch, Jr., M.D.
Age: 55
Director Since: 2014
  Chairman and Chief Executive Officer, Massachusetts General Physicians Organization   Yes   CDCG;
S&T
  0    
    GRAPHIC   Dinesh C. Paliwal
Age: 58
Director Since: 2013


 
Chairman, President and Chief Executive Officer of Harman International Industries, Inc.   Yes   Audit;
CDCG

 
1  
    GRAPHIC   Vicki L. Sato, Ph.D.
Age: 67
Director Since: 2006
  Professor of Management Practice at the Harvard Business School   Yes   CMDC;
S&T (c)
  2    
    GRAPHIC   Gerald L. Storch
Age: 59
Director Since: 2012


 
Chief Executive Officer of Hudson's Bay Company   Yes   Audit;
CMDC

 
1  

 
   
   
   
    *  Committee memberships listed as of the date of this Annual
    Meeting.

**Mr. Arduini was elected to serve as a member of the Board of
    Directors effective April 1, 2016.
  Audit:    Audit Committee
CDCG:    Committee on Directors and Corporate Governance
CMDC:    Compensation and Management Development Committee
S&T:    Science and Technology Committee
(c): Committee Chair
   

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Corporate Governance Highlights

            We are committed to strong governance practices that protect the long-term interests of our shareholders and establish strong Board and management accountability. The "Corporate Governance and Board Matters" section beginning on page 19 describes our governance framework, which includes the following key governance best practices that we have adopted:

 
   

ü

  Annual election of Directors  

ü

  Proxy access shareholder right  
   

ü

  Majority voting standard for election of Directors  

ü

  Limit on number of public company directorships Board members may hold (4)    
   

ü

  Shareholder right to call a special meeting (25%)  

ü

  Director retirement policy (age 75)  
   

ü

  No supermajority voting provisions for common shareholders  

ü

  Clawback and recoupment policies    
   

ü

  Proactive shareholder engagement  

ü

  Share ownership and retention policy  
   

ü

  Robust related party transaction policies and procedures  

ü

  Prohibition of speculative and hedging transactions by all employees and directors    
   

ü

  Semi-annual disclosure of political contributions  

ü

  No shareholder rights plan  
         

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Shareholder Engagement and Responsiveness

            We continued to place a high priority on engagement with our shareholders in 2015, meeting with shareholders representing over 40% of our shares outstanding. Our Lead Independent Director participated in a number of these meetings. The feedback received through these efforts was shared with the entire Board and members of senior management.

            During 2015, we received valuable feedback from our shareholders on our compensation practices, and this feedback directly informed the changes that our Compensation and Management Development Committee made to our executive compensation program in order to further align our incentive structure with our strategy. These changes are summarized below and detailed in the "Compensation Discussion and Analysis" beginning on page 33.

            This year the Board also made it a priority to understand our shareholders' sentiments on the evolving environment regarding proxy access. After hearing the variety of opinions shared with us on this topic, our Board, in keeping with its commitment to governance best practices, adopted a proxy access shareholder right in February 2016. The Board took particular care to adopt a bylaw with provisions that reflect the input of our shareholders, the details of which are described on page 13.

            We encourage our registered shareholders to use the space provided on the proxy card to let us know your feelings 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.

Executive Compensation

            The Compensation and Management Development Committee firmly believes in pay-for-performance and has structured the executive compensation program to align our executives' interests with those of our shareholders.

            On May 5, 2015, Dr. Caforio became the Chief Executive Officer of the company and his compensation package as Chief Executive Officer, effective May 5, 2015, is:

    Base salary of $1,400,000;
    Annual target incentive of 150% of base salary;
    Target value of long-term incentives of $9,723,644;
    Target total compensation (defined as target total cash compensation plus target long-term incentives value) of $13,223,644, which places Dr. Caforio's 2015 target compensation at approximately the 25th percentile of our peer group, principally in consideration of Dr. Caforio's new tenure as Chief Executive Officer.

      2015 Target Total CEO Compensation

 

              In line with our commitment to a highly performance-based compensation structure, approximately 89% of Dr. Caforio's total target compensation (and approximately 82% of the target total compensation for our other named executive officers) is variable and at risk, based on the financial, operational, strategic and share price performance of the company.

 

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Significant Compensation Program Changes for 2016

            During 2015, our Board and management conducted extensive engagement with shareholders and performed an in-depth review of our compensation program in the context of our pay philosophy and strategic goals. As a result, the Compensation and Management Development Committee determined to make a number of changes to our compensation program that will become effective in 2016. These changes are intended to:

    Further enhance the structural alignment between our incentive program and our strategy;
    Respond directly to feedback received from shareholders and the results of our 2015 advisory vote on compensation; and
    Improve disclosure and transparency of our compensation practices.

 
   
   
   
    Compensation Program Changes for 2016
   

ü

  Lengthened the performance period in our Performance Share Unit (PSU) program from one year to three years.  
   

ü

  Eliminated non-GAAP earnings per share (EPS) metric overlap in annual and long-term incentive plans. Non-GAAP EPS will remain a financial measure in our annual incentive plan, but will no longer be used in our PSU program.    
   

ü

  Introduced a new mix of financial performance metrics in our PSU program. Beginning in 2016, metrics will be: total revenues (net of foreign exchange), non-GAAP operating margin and three-year relative TSR.  
   

ü

  Reduced the annual maximum incentive opportunity from 251% to 200% of target.    
   

ü

  Increased the disclosure of target setting process and enhanced transparency of individual performance goals and determinations.  
     

            Additional detail on our executive compensation program and the changes the Compensation and Management Development Committee approved in 2015 is provided in the "Compensation Discussion and Analysis" on page 33.

Shareholder Proposal

            We expect one shareholder proposal to be considered at this Annual Meeting. The proponent of this proposal (Item 4) requests that the Board take the steps necessary to amend the company's Bylaws to give holders in the aggregate of at least 15% of the company's common stock the power to call a special meeting. After careful consideration, and for the reasons outlined in the "Shareholder Proposal" section beginning on page 88, the Board recommends a vote AGAINST this proposal.

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ITEM 1—ELECTION OF DIRECTORS

            Our Board of Directors has nominated 11 current directors, Lamberto Andreotti, Peter J. Arduini, Giovanni Caforio, M.D., Laurie H. Glimcher, M.D., Michael Grobstein, Alan J. Lacy, Thomas J. Lynch, Jr., M.D., Dinesh C. Paliwal, Vicki L. Sato, Ph.D., Gerald L. Storch and Togo D. West, Jr., to serve as directors of Bristol-Myers Squibb. The directors will hold office from election until the 2017 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 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 and ethnicity.

All Director Nominees Possess:

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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. For example, new directors typically participate in one-on-one introductory meetings with our senior business and functional leaders 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

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industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.

Director Independence

9 of our 11 director nominees are currently independent

            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. and Lamberto Andreotti. Dr. Caforio and Mr. Andreotti are not considered independent directors because Dr. Caforio is currently our Chief Executive Officer and Mr. Andreotti was our Chief Executive Officer until May 2015.

Process for Determining Independence

            In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of director independence. In February 2016 and in March 2016, 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):

    Drs. Glimcher and Sato, Messrs. Grobstein and Storch, and Secretary West 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. Glimcher and Lynch, Mr. Grobstein and Secretary West, 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.

    Drs. Lynch and Sato, Mr. Grobstein and Secretary West 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.

            Additionally, in determining whether our directors met the applicable independence standards, the Board also considered the following relationships which did not fall under our categorical standards:

    Dr. Glimcher serves as a member of a non-profit institute's scientific advisory board that received charitable payments from the company in excess of 2% of their revenues in at least one of the last three years. She is not a director, executive officer or employee of this institute.

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            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.

            In addition, the Board considered Dr. Glimcher's new appointment as President and Chief Executive Officer of Dana-Farber Cancer Institute (Dana-Farber) beginning in January 2017. Because Bristol-Myers Squibb's payments to Dana-Farber exceeded 2% of Dana-Farber's consolidated gross revenues in one of the past three years, the Board has determined that Dr. Glimcher will no longer be independent upon assuming her new role with Dana-Farber.

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, which incorporates the results of the Committee's annual evaluation process. The Committee also considers succession planning for its directors.

Identification and Selection of Director Nominees   Director Tenure            

GRAPHIC

              The Committee on Directors and Corporate Governance, in consultation with the Chairman, 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. 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. 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 Chairman, the Lead Independent Director and other directors, as applicable. After completing this evaluation and interview, 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. Mr. Arduini, who was elected to serve on the Board, effective April 1, 2016, was initially identified as a potential candidate for election to our Board by a third-party search firm retained by the Committee on Directors and Corporate Governance.

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.

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Proxy Access Shareholder Right

            Following extensive engagement with our shareholders, our Board determined to adopt proxy access in February 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 90 but not more than 120 days before the anniversary of the prior year's annual meeting. For our 2017 Annual Meeting, we must receive this notice between January 3, 2017 and February 2, 2017. Shareholders should send their notices to: Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154, Attention: Corporate Secretary.

2016 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.

 
   
   


GRAPHIC
Director since 2009
Chairman and Former CEO
of the Company

Other Directorships:

Current:

E.I du Pont de Nemours
and Company

  LAMBERTO ANDREOTTI

Mr. Andreotti, age 65, has been our Chairman since May 2015 and was our Chairman-Designate from January to May 2015. He was elected to the Board of Directors in 2009.

Mr. Andreotti first joined the company in 1998 as Vice President and General Manager, European Oncology and Italy. Since then, he has held a number of positions of increasing responsibility. He was our Chief Operating Officer from May 2008 to May 2010 and in May 2010 he became our Chief Executive Officer, a position he held until May 2015.

Key Skills and Experience: Under Mr. Andreotti's leadership, Bristol-Myers Squibb has transformed into a leader in the biopharma industry and has pioneered the increasingly promising field of immuno-oncology.

With his 18 years experience at BMS, both in the U.S. and internationally, and his prior experience at other leading pharmaceutical companies, Mr. Andreotti brings to our Board in-depth knowledge of our company and the biopharmaceutical industry.





 
 

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GRAPHIC
Director since 2008
Lead Independent Director

BMS Committees:

Compensation and
Management Development
Committee

Committee on Directors
and Corporate
Governance (Chair)

Other Directorships:

Current:

FuelCell Energy, Inc.

Past 5 Years:

Krispy Kreme
Doughnuts, Inc.

  TOGO D. WEST, JR.

Secretary West, age 73, has been Chairman of TLI Leadership Group, a strategic consulting firm since 2006. From 2004 to 2014, he was Chairman of Noblis, Inc., a non-profit science and technology company, and a member of the Board of Trustees since 2001. He became Trustee Emeritus of Noblis in September 2014. From 2004 to 2006, Secretary West was the Chief Executive Officer of the Joint Center for Political and Economic Studies, a non-profit research and public policy institution. He served as Of Counsel to the Washington, D.C. based law firm of Covington & Burling from 2000 to 2004. Secretary West served as U.S. Secretary of Veterans Affairs from 1998 to 2000 and as U.S. Secretary of the Army from 1993 to 1997. He is a Director on the Board of MedStar Health and a Trustee on the Council on Foreign Relations.

Key Skills and Experience: Secretary West's legal, business and government experience provides the Board with a unique perspective of the issues facing our company. In his position as Secretary of Veterans Affairs, he was a member of the President's Cabinet, and oversaw the largest healthcare system in the country; and as Secretary of the Army, he was responsible for all Army activities, including the extensive system of Army medical centers around the world. In 2007, Secretary West was asked to co-chair the review of the delivery of healthcare at Walter Reed Army Medical Center and the National Naval Medical Center at Bethesda. With his keen understanding of the need to attract and retain talented employees and the public policy issues facing the healthcare industry, Secretary West is well-positioned to serve as Chair of our Committee on Directors and Corporate Governance and as a member of our Compensation and Management Development Committee. Furthermore, his first-hand knowledge of the many issues facing public companies positions him well to serve as our Lead Independent Director effective May 5, 2015.



 
 
 


GRAPHIC
Director since 2016

BMS Committees:

Audit Committee

Other Directorships:

Current:

Integra LifeSciences
Holdings Corporation

  PETER J. ARDUINI

Mr. Arduini, age 51, has been President and Chief Executive Officer of Integra LifeSciences Holdings Corporation, a global medical technology company, since January 2012 and currently serves as a member of Integra's Board of Directors. He served as President and Chief Operating Officer of Integra from November 2010 to January 2012. Before joining Integra, Mr. Arduini was Corporate Vice President and President of Medication Delivery, Baxter Healthcare, from 2005 to 2010. Prior to joining Baxter, Mr. Arduini worked for General Electric Healthcare, where he spent much of his 15 years in a variety of management roles for domestic and global businesses, culminating in leading the global functional imaging business. Mr. Arduini also serves on the Board of Directors of ADVAMED (the Advanced Medical Technology Association), the Board of Directors of MDIC (the Medical Device Innovation Consortium), and the Board of Directors of the National Italian American Foundation.

Key Skills and Experience: With over 25 years in the healthcare industry, Mr. Arduini brings to the Board extensive leadership, business and operational experience, particularly with respect to manufacturing and sales of medical technology and devices. In addition, Mr. Arduini's experience serving as a public company chief executive officer and former chief operational officer positions him well to serve as a member of our Audit Committee.



 
 

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GRAPHIC
Director since 2014

CEO of the Company

  GIOVANNI CAFORIO, M.D.

Dr. Caforio, age 51, has been our Chief Executive Officer since May 2015. He was our Chief Executive Officer-Designate from January to May 2015, our Chief Operating Officer from June 2014 to May 2015, and he served as Executive Vice President and Chief Commercial Officer from November 2013 to June 2014. From October 2011 to November 2013, he served as President, U.S. He held the position of Senior Vice President, Global Commercialization and Immunology from May 2010 to October 2011. Prior to that, he served as Senior Vice President, Oncology, U.S. and Global Commercialization from March 2009 to May 2010. From January 2007 to March 2009 he served as Senior Vice President, U.S. Oncology and from May 2004 to January 2007, he served as Senior Vice President, European Marketing and Brand Commercialization. Dr. Caforio is a member of the Board of Trustees of Capital Health Systems and the Pharmaceutical Research and Manufacturers of America.

Key Skills and Experience: With over 26 years of pharmaceutical industry experience, including more than 15 years at the company, Dr. Caforio has overseen the creation of a fully integrated worldwide commercial organization as part of our continued evolution into a diversified specialty biopharma company. A physician by training, Dr. Caforio has worked across many businesses within the company, in Europe and the U.S., and has a proven record of developing talented leaders with the diverse experiences and competencies needed for the continued success of the company.



 
 
 


GRAPHIC
Director since 1997

BMS Committees:

Science & Technology
Committee

Other Directorships:

Current:

Waters Corporation

  LAURIE H. GLIMCHER, M.D.

Dr. Glimcher, age 64, has served as the Stephen and Suzanne Weiss Dean of Weill Cornell Medical College and the Cornell University Provost for Medical Affairs since January 2012. In February 2016, Dr. Glimcher was named the next President and Chief Executive Officer of the Dana-Farber Cancer Institute beginning in January 2017. Dr. Glimcher was the Irene Heinz Given Professor of Immunology at the Harvard School of Public Health and Professor of Medicine at Harvard Medical School from 1990 to December 2011. She is a Fellow of the American Academy of Arts and Sciences, a member of the National Academy of Sciences USA, and a member of the Institutes of Medicine of the National Academy of Sciences. She is also a member and past President of the American Association of Immunologists. She was elected to the American Society of Clinical Investigation, the American Association of Physicians and the American Association for the Advancement of Science.

Dr. Glimcher serves on the Board of Trustees of Cornell University, the Board of Overseers of Weill Cornell Medical College and the Memorial Sloan-Kettering Cancer Center Board of Overseers. Dr. Glimcher also serves on the Scientific Advisory Boards of Cancer Research Institute, Health Care Ventures, Inc. and American Asthma Foundation.

Key Skills and Experience: Dr. Glimcher is an internationally known immunologist and physician who brings a unique perspective to our Board on a variety of healthcare related issues. Her expertise in the immunology area and her extensive experience in the medical field position her well to serve as a member of our Science and Technology Committee.




 
 

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GRAPHIC
Director since 2007

BMS Committees:

Audit Committee

Compensation and
Management Development
Committee (Chair)

Other Directorships:

Current:

Mead Johnson Nutrition
Company

Past 5 Years:

Given Imaging

  MICHAEL GROBSTEIN

Mr. Grobstein, age 73, is a retired Vice Chairman of Ernst & Young LLP, an independent registered public accounting firm. Mr. Grobstein worked with Ernst & Young from 1964 to 1998, and was admitted as a partner in 1975. He served as a Vice Chairman-International Operations from 1993 to 1998, as Vice Chairman-Planning, Marketing and Industry Services from 1987 to 1993, and Vice Chairman-Accounting and Auditing Services from 1984 to 1987. He serves on the Board of Trustees and Executive Committee and is the Treasurer of the Central Park Conservancy. He also serves on the Board of Directors of the Peer Health Exchange, Inc.

Key Skills and Experience: With over 30 years experience at a major auditing firm, Mr. Grobstein has extensive knowledge and background relating to accounting and financial reporting rules and regulations as well as the evaluation of financial results, internal controls and business processes. Mr. Grobstein's depth and breadth of financial expertise and his experience handling complex financial issues position him well to serve as Chair of our Compensation and Management Development Committee and a member of our Audit Committee.



 
 
 


GRAPHIC
Director since 2008

BMS Committees:

Audit Committee (Chair)

Committee on Directors
and Corporate Governance

Other Directorships:

Current:

Dave & Buster's
Entertainment, Inc.
(Non-Executive Chairman)

Past 5 Years:

The Hillman Companies

The Western Union
Company

  ALAN J. LACY

Mr. Lacy, age 62, is currently the Non-Executive Chairman of Dave & Buster's Entertainment Inc. and previously served as the Chairman and Chief Executive Officer of Sears, Roebuck and Co. and the Vice Chairman and Chief Executive Officer of its successor, Sears Holdings Corporation, from 2000 to 2005. Mr. Lacy also served as Vice Chairman of Sears Holdings Corporation from 2005 to 2006. More recently, Mr. Lacy served as Senior Advisor to Oak Hill Capital Partners, L.P., a private equity investment firm, from 2007 to 2014. He is Trustee of Fidelity Funds and the California Chapter of The Nature Conservancy. Mr. Lacy is a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University.

Key Skills and Experience: Mr. Lacy is a highly respected business leader with a proven record of accomplishment. He brings to the Board extensive business understanding and demonstrated management expertise having served in key leadership positions at Sears Holdings Corporation, including Chief Executive Officer. In addition, his experience as a senior financial officer of three large public companies provides him with a comprehensive understanding of the complex financial, legal and corporate governance issues facing large companies and positions him well to serve as Chair of our Audit Committee and a member of our Committee on Directors and Corporate Governance.



 
 

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GRAPHIC
Director since 2014

BMS Committees:

Committee on Directors
and Corporate
Governance

Science & Technology
Committee

Other Directorships:

Past 5 Years:

Infinity Pharmaceuticals

  THOMAS J. LYNCH, JR., M.D.

Dr. Lynch, age 55, has served as Chairman and Chief Executive officer of Massachusetts General Physicians Organization since July 2015. He has also served as a member of the Massachusetts General Hospital Board since 2015. He served as the Director of Yale Cancer Center and was the Richard and Jonathan Sackler Professor of Internal Medicine, Yale Cancer Center, Yale School of Medicine from 2009 to 2015. He has also served as the Physician-in-Chief of Smilow Cancer Hospital, Yale-New Haven since 2009. Prior to 2009, he served as Professor of Medicine at Harvard Medical School and Chief of Hematology/Oncology at Massachusetts General Hospital. Dr. Lynch is a member of the American Association for Cancer Research, the American Society of Clinical Oncology, and the International Association for the Study of Lung Cancer. He also serves as a Director on the board of the Kenneth B. Schwartz Center for Compassionate Healthcare and is a member of the Scientific Advisory Board of Arvinas, Inc.

Key Skills and Experience: Dr. Lynch is an internationally recognized oncologist known for his leadership in the treatment of lung cancer with a special interest in personalized medicine. His experience as a practicing physician, clinical researcher and administrator of a medical center position him well to serve as a member of our Science and Technology Committee and our Committee on Directors and Corporate Governance.



 
 
 


GRAPHIC
Director since 2013

BMS Committees:

Audit Committee

Committee on Directors
and Corporate
Governance

Other Directorships:

Current:

Harman International
Industries, Inc. (Executive
Chairman & CEO)

Past 5 Years:

ADT Corporation

Tyco International, Ltd.

  DINESH C. PALIWAL

Mr. Paliwal, age 58, has served as Executive Chairman, President and Chief Executive Officer of Harman International Industries, Inc., a company that designs, manufactures and markets a wide range of audio and information solutions for the automotive, consumer and professional markets, since July 2008. Mr. Paliwal has served as President and Chief Executive Officer of Harman since July 2007. Prior to joining Harman, Mr. Paliwal served as a member of the Group Executive Committee of ABB Ltd., a provider of industrial automation, power transmission systems and services, from January 2001 until June 2007. Mr. Paliwal also served as President of Global Markets and Technology of ABB Ltd. from January 2006 until June 2007, as Chairman and Chief Executive Officer of ABB North America from January 2004 until June 2007, and as President and Chief Executive Officer of ABB Automation Technologies Division from October 2002 to December 2005. Mr. Paliwal is a member of the CEO Business Roundtable.

Key Skills and Experience: Mr. Paliwal brings to the Board extensive leadership, business and governance experience having served as a public company chief executive officer and a senior executive officer of various divisions of a multinational corporation. His engineering and financial background, together with his worldwide experience, particularly in emerging markets, provide him with a heightened understanding of the complex issues which arise in the global marketplace. In addition, Mr. Paliwal's prior service as a member of the audit and nominating and governance committees at other public companies positions him well to serve as a member of our Audit Committee and our Committee on Directors and Corporate Governance.



 
 

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GRAPHIC
Director since 2006

BMS Committees:

Compensation and
Management Development
Committee

Science & Technology
(Chair)

Other Directorships:

Current:

PerkinElmer Corporation

BorgWarner, Inc.

  VICKI L. SATO, PH.D.

Dr. Sato, age 67, has served as a professor of management practice at the Harvard Business School since July 2005. From July 2005 to October 2014 she served as professor of the practice of molecular and cell biology at Harvard University. In 2005, Dr. Sato retired as President of Vertex Pharmaceuticals Incorporated, a global biotechnology company, where she was responsible for research and development, business and corporate development, commercial operations, legal, and finance. Dr. Sato also served as Chief Scientific Officer, Senior Vice President of Research and Development, and Chair of the Scientific Advisory Board at Vertex before being named President in 2000.

Key Skills and Experience: Dr. Sato's extensive and distinctive experience in business, academia and science over more than 31 years brings to the Board a valuable perspective on the biotech industry. Dr. Sato has a strong background in research and development positioning her well to serve as Chair of our Science and Technology Committee. Her experience serving on the compensation committees of other healthcare companies makes Dr. Sato a well-qualified member of our Compensation and Management Development Committee.



 
 
 


GRAPHIC
Director since 2012

BMS Committees:

Audit Committee

Compensation and
Management Development
Committee

Other Directorships:

Current:

Supervalu, Inc.
(Non-Executive Chairman)

  GERALD L. STORCH

Mr. Storch, age 59, has served as Chief Executive Officer of Hudson's Bay Company since January 2015, a leading owner and operator of department stores including Saks Fifth Avenue, Lord & Taylor, Hudson's Bay Department Stores, Home Outfitters, Saks OFF 5th, Kaufhof, Inno, and the e-commerce business Gilt. From November 2013 to January 2014 he served as Chairman and Chief Executive Officer of Storch Advisors. He also served as Chairman of Toys"R"Us, Inc. from February 2006 to November 2013 and Chief Executive Officer of Toys"R"Us from February 2006 to May 2013. Prior to joining Toys"R"Us, Mr. Storch served as Vice Chairman of Target Corporation. He joined Target in 1993 as Senior Vice President of Strategy and served in roles of increasing seniority over the next 12 years. Prior to joining Target, Mr. Storch was a partner at McKinsey & Company. He is a director of Fanatics, Inc.

Key Skills and Experience: A retail veteran with more than 20 years of experience, Mr. Storch provides the Board with valuable business, leadership and management insight, including expertise leading an organization with global operations, giving him a keen understanding of the issues facing a multinational business. These qualities make him a valued member of our Audit Committee. Additionally, his prior service on the compensation committee of another public company positions him well to serve as a member of our Compensation and Management Development Committee.



 
 

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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.

            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 33 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 dedicated significant consideration to our leadership structure in the context of the retirement of both our Chairman and our Chief Executive Officer in 2015. The Board's analysis of our leadership structure took into account many factors, including the specific needs of the Board and the business, our Corporate Governance Guidelines and the best interests of our shareholders. Our Board believes that in the context of the transition of our Chief Executive Officer, it is in the best interests of the company to have our former Chief Executive Officer, Mr. Andreotti, serve as Chairman and work closely with our current Chief Executive Officer to ensure we continue to successfully emerge as a diversified specialty biopharmaceutical company. Our Board determined that Mr. Andreotti's deep institutional knowledge and industry experience uniquely position him to serve as Chairman during this period of transition for the Chief Executive Officer.

            Additionally, in accordance with our Corporate Governance Guidelines, the Board recognizes the importance of appointing a Lead Independent Director to maintain a strong counterbalancing structure to ensure that the Board functions in an appropriately independent manner. The Lead Independent Director is selected annually by the independent directors. Secretary West was elected to serve as our Lead Independent Director, effective May 5, 2015, and the independent directors have elected Secretary West to continue to serve in that position following the May 2016 annual meeting.

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Table of Contents

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

                     
   

ü

  Serving as liaison between the independent directors and the Chairman  

ü

  Approving the quality, quantity and timeliness of information sent to the Board  
   

ü

  Reviewing and approving meeting agendas and sufficiency of time  

ü

  Serving a key role in Board and Chief Executive Officer evaluations    
   

ü

  Calling meetings of the independent directors  

ü

  Responding directly to shareholder and stakeholder questions, as appropriate  
   

ü

  Presiding at all meetings of the independent directors and any Board meeting when the Chairman and the Chief Executive Officer are not present, including executive sessions of the independent directors  

ü

  Providing feedback from executive sessions of the independent directors to the Chief Executive Officer, other senior management and to the Chairman    
   

ü

  Communicating with major shareholders, as appropriate  

ü

  Recommending advisors and consultants  
         

            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 emerge as a diversified specialty biopharmaceutical company.

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

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.
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.
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:

             
    Audit Committee   Regularly reviews and discusses with management our process to assess and manage enterprise risks, including those related to market/environmental, strategic, financial, operational, legal, compliance, information security and reputation    
 
    Compensation and
Management
Development
Committee
  Annually evaluates our incentive compensation programs to determine whether incentive pay encourages excessive or inappropriate risk-taking    
 

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Table of Contents

             
    Committee on Directors
and Corporate
Governance
  Regularly considers and makes recommendations to the Board concerning the appropriate size, function and needs of the Board, determines the criteria for Board membership, provides oversight of our corporate governance affairs and reviews corporate governance practices and policies    
 
    Science and
Technology Committee
  Regularly reviews our pipeline to evaluate our progress in achieving our near-term and long-term strategic research and development goals and objectives and assures that we make well-informed choices in the investment of our research and development resources, among other things    
 

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:

                     
   

ü

  Balance of fixed and variable compensation, with variable compensation tied both to short-term objectives and the long-term value of our stock price  

ü

  Clawback and recoupment provisions and policies pertaining to annual incentive payouts and long-term incentive awards  
   

ü

  Multiple metrics in our incentive programs that balance top-line, bottom-line and pipeline performance  

ü

  Share ownership and retention guidelines applicable to our senior executives    
   

ü

  Caps in our incentive program payout formulas  

ü

  Equity award policies that limit risk by having fixed annual grant dates  
   

ü

  Reasonable goals and objectives in our incentive programs  

ü

  Prohibition of speculative and hedging transactions by all employees and directors    
   

ü

  Payouts modified based upon individual performance, inclusive of assessments against our BMS BioPharma Behaviors and the BMS Commitment  

ü

  All non-sales managers and executives worldwide participate in the same annual incentive program that pertains to our Named Executive Officers and that has been approved by the Compensation and Management Development Committee  
   

ü

  The Compensation and Management Development Committee's ability to exercise downward discretion in determining incentive program payouts  

ü

  Mandatory training on our Principles of Integrity: BMS Standards of Business Conduct and Ethics (the Principles of Integrity) and other policies that educate our employees on appropriate behaviors and the consequences of taking inappropriate actions    

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Table of Contents

Annual Evaluation Process

            Our Board recognizes the important role Board and committee evaluations play in ensuring the effective functioning of our Board. The committee evaluation process of gathering and analyzing feedback is led by each committee chair and commences at the first committee meetings of the year. In March, the Board undertakes its own, separate evaluation process, led by our Chairman and our Lead Independent Director, and committee chairs report to the Board the results of each committee's own evaluation process. Our Board also believes in the importance of continuously improving the functioning of our Board and committees, and the Lead Independent Director actively conveys directors' feedback on an ongoing basis to our Chairman and Chief Executive Officer.

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 2015, the Board met seven times. The average aggregate attendance of directors at Board and committee meetings was over 97%. 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 six times during 2015 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 2015 nominees for director attended our 2015 Annual Meeting of Shareholders except for Laurie H. Glimcher, M.D. 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.

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Table of Contents

            The table below indicates the current members of our standing Board Committees and the number of meetings held in 2015:

                         

 

 

Director
  Audit(5)    Committee on
Directors
and Corporate
Governance
 
  Compensation
and
Management
Development
 
  Science
and
Technology(6)
 
   

 

 

Lamberto Andreotti

         

 

 

Giovanni Caforio, M.D.

                   

 

 

Lewis B. Campbell(1)

    C   X    

 

 

Laurie H. Glimcher, M.D.(2)

  X           X    

 

 

Michael Grobstein(3)

  X     X    

 

 

Alan J. Lacy

  C   X            

 

 

Thomas J. Lynch, Jr., M.D.

    X     X  

 

 

Dinesh C. Paliwal

  X   X            

 

 

Vicki L. Sato, Ph.D.

      X   C  

 

 

Gerald L. Storch

  X       X        

 

 

Togo D. West, Jr.(4)

    X   C    

 

 

Number of 2015 Meetings

  6   4   6   10    

"C"
indicates Chair of the committee.
(1)
Mr. Campbell will retire from our Board effective after the 2016 Annual Meeting.
(2)
Dr. Glimcher will cease to serve on the Audit Committee effective May 3, 2016.
(3)
Mr. Grobstein will assume the role of Chair of the Compensation and Management Development Committee effective May 3, 2016.
(4)
Secretary West was elected to serve as our Lead Independent Director effective May 5, 2015. Secretary West will cease to serve as Chair of the Compensation and Management Development Committee and will assume the role of Chair of the Committee on Directors and Corporate Governance effective May 3, 2016.
(5)
Our Board of Directors has determined, in its judgment, that all members of the Audit Committee are financially literate and that all members of the Audit Committee meet additional, heightened independence criteria applicable to directors serving on audit committees under the New York Stock Exchange listing standards. In addition, our Board has determined that Messrs. Arduini, Grobstein, Lacy and Storch each qualify as an "audit committee financial expert" under the applicable SEC rules. Mr. Arduini will become a member of the Audit Committee effective May 3, 2016.
(6)
Francis Cuss, MB BChir, FRCP, our Executive Vice President and Chief Scientific Officer, is a member of the Science and Technology Committee but he is not a member of our Board.

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            The following descriptions reflect each standing Board Committee's membership and Chair effective as of May 3, 2016.

 
   
   
   
    Audit Committee
    Committee Chair:

Alan J. Lacy


GRAPHIC

Additional Members:

Peter J. Arduini

Michael Grobstein

Dinesh C. Paliwal

Gerald L. Storch

  Key Responsibilities

Overseeing and monitoring the quality of our accounting and auditing practices

Appointing, compensating and providing oversight of the performance of our independent registered public accounting firm for the purpose of preparing or issuing audit reports and related work regarding our financial statements and the effectiveness of our internal control over financial reporting

Assisting the Board in fulfilling its responsibilities for general oversight of (i) compliance with legal and regulatory requirements, (ii) the performance of our internal audit function and (iii) enterprise risk assessment and risk management policies and guidelines

Reviewing our disclosure controls and procedures, periodic filings with the SEC, earnings releases and earnings guidance

Producing the required Audit Committee Report for inclusion in our Proxy Statement

Overseeing the implementation and effectiveness of our compliance and ethics program

Reviewing our information security and data protection program

 

 

 
   
   
   
    Committee on Directors and Corporate Governance
    Committee Chair:

Togo D. West, Jr.


GRAPHIC

Additional Members:

Alan J. Lacy

Thomas J. Lynch, Jr. M.D.

Dinesh Paliwal

  Key Responsibilities

Providing oversight of our corporate governance affairs and reviewing corporate governance practices and policies, including annually reviewing the Corporate Governance Guidelines and recommending any changes to the Board

Identifying individuals qualified to become Board members and recommending that our Board select the director nominees for the next annual meeting of shareholders

Reviewing and recommending annually to our Board the compensation of non-employee directors

Considering questions of potential conflicts of interest involving directors and senior management and establishing, maintaining and overseeing related party transaction policies and procedures

Evaluating and making recommendations to the Board concerning director independence and defining specific categorical standards for director independence

Providing oversight of the company's political activities

Considering matters relating to the company's responsibilities as a global corporate citizen pertaining to corporate social responsibility and corporate public policy and the impact on the company's employees and shareholders

Overseeing the annual evaluation process of the Board and its Committees

 

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    Compensation and Management Development Committee
    Committee Chair:

Michael Grobstein


GRAPHIC

Additional Members:

Gerald L. Storch

Vicki L Sato Ph.D.

Togo D. West, Jr.

  Key Responsibilities

Reviewing, approving and reporting to our Board on our major compensation and benefits plans, policies and programs

Reviewing corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of those goals and objectives and recommending for approval by at least three-fourths of the independent directors of our Board the CEO's compensation based on this evaluation

Reviewing and evaluating the performance of senior management; approving the compensation of executive officers and certain senior management

Overseeing our management development programs, performance assessment of senior executives and succession planning

Reviewing and discussing with management the Compensation Discussion and Analysis and related disclosures required for inclusion in our Proxy Statement, recommending to the Board whether the Compensation Discussion and Analysis should be included in our Proxy Statement, and producing the Compensation and Management Development Committee Report required for inclusion in our Proxy Statement

Establishing and overseeing our compensation recoupment policies

Reviewing incentive compensation programs to determine whether incentive pay encourages inappropriate risk-taking

 

 

 
   
   
   
    Science and Technology Committee
    Committee Chair:

Vicki L. Sato, Ph.D.


GRAPHIC

Additional Members:

Francis Cuss, MB BChir, FRCP

Laurie H. Glimcher, M.D.

Thomas J. Lynch, Jr. M.D.

  Key Responsibilities

Reviewing and advising our Board on the strategic direction of our research and development (R&D) programs and our progress in achieving near-term and long-term R&D objectives

Reviewing and advising our Board on our internal and external investments in science and technology

Identifying and discussing significant emerging trends and issues in science and technology and considering their potential impact on our company

Providing assistance to the Compensation and Management Development Committee in setting any pipeline performance metric under the company's incentive compensation programs and reviewing the performance results

 

            In addition, on March 2, 2015, the Board established a Securities Issuance Committee to determine and approve the terms and provisions of securities issued by the company during the second quarter of 2015. The members of the Securities Issuance Committee were Lamberto Andreotti, Giovanni Caforio and Alan J. Lacy. The Securities Issuance Committee met once during 2015.

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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.

            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:

    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 Committee on Directors and Corporate Governance 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.

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

    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 Committee.

    If an interested transaction is ongoing, the 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.

    Certain types of interested transactions are deemed to be pre-approved or ratified by the 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.

            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 Committee on Directors and Corporate Governance ratified and approved the following related party transactions in accordance with our policy and Bylaws:

    Certain of our retirement plans use BlackRock and its affiliates to provide investment management and transition management services. In connection with these services, we paid BlackRock approximately $1.45 million in fees during 2015.

    Certain of our retirement plans use Wellington and its affiliates to provide investment management services. In connection with these services, we paid Wellington approximately $1.02 million in fees during 2015.

    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 $277,000 in fees during 2015.

            The Committee on Directors and Corporate Governance 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.

            On September 1, 2015, Dr. Lynch became 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). 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 $212,248 in 2015, which accounted for less than 0.01% of Partners HealthCare's revenues for the fiscal year ended September 30, 2015. The payments made to

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MGH in 2015 include charitable payments, as well as the final payments for two investigational studies that were entered into in 2013.

            The Committee on Directors and Corporate Governance ratified the above relationship on the basis that Dr. Lynch did not initiate or negotiate any of the arrangements the Company has with MGH, all of the business dealings were entered into in the ordinary course of business prior to Dr. Lynch joining the hospital and the engagement of MGH was on terms no more favorable to it 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 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.

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, NY 10154.

            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 Committee on Directors and Corporate Governance 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 and request 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, in 2015 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 2015. The Committee also determined, in light of the fact that our director compensation program has been unchanged since 2013 and was below the 25th percentile of our peer group, among other reasons, to increase each of the annual retainer and the

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annual equity award for service as a director in 2016 by $10,000. 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 2015 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 2015, non-management directors who served for the entirety of 2015 received:

 
 
  Component
  Value of Award
   
 
    Annual Retainer   $90,000  
    Annual Equity Award   Deferred Share Units valued at $160,000    
    Committee Chair Retainer   $25,000  
    Committee Member (not Chair) Retainer – Audit, Compensation and Management Development, and Science and Technology Committees   $15,000    
    Committee Member (not Chair) Retainer – Committee on Directors and Corporate Governance   $7,500  
       

Annual Equity Award

            On February 1, 2015, all non-management directors serving on the Board at that time received an annual award of deferred share units valued at $160,000 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 company common stock. 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.

Compensation of our Lead Independent Director

            Our Lead Independent Director receives an additional retainer of $35,000. 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 20.

Compensation of our Non-Executive Chairman

            Our Non-Executive Chairman has significantly greater responsibilities than other directors, including chairing the Office of the Chairman, meeting on a regular basis with the Chief Executive Officer on the most critical strategic issues and transactions, serving as a liaison between the Chief Executive Officer and the independent directors, and frequently discussing the strategy and direction of the company with senior management.

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            In addition to the regular Board retainer and annual equity award, in 2015 Mr. Andreotti received an annual Non-Executive Chairman retainer of $200,000 (paid pro-rata beginning August 3, 2015), paid quarterly, of which 50% was paid in cash and 50% in shares of the company's common stock. Mr. Andreotti also received a Transitional Non-Executive Chairman retainer of $225,000 (paid pro-rata beginning August 3, 2015), paid quarterly, of which 50% was paid in cash and 50% in shares of the company's common stock. Mr. Andreotti's Transitional Non-Executive Chairman retainer will end effective May 3, 2016. Bristol-Myers Squibb also provides Mr. Andreotti with office space, supplies and administrative support for company-related work.

Share Retention Requirements

            We have significantly increased the share retention requirements for non-management directors in 2016. All non-management directors are now 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-management director has attained our share retention requirements.

Deferral Program

            A non-management 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 2015 were credited to one or more of the following funds: a six-month United States Treasury bill equivalent fund, a fund based on the return on the company's invested cash or a fund based on the return on our common stock. Deferred funds for compensation received in connection with service as a Director in 2016 may be credited to one or more of the following funds: a United States 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 ten 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.

Charitable Contribution Programs

            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 us. 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 2015. 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. In 2015, each of the following non-employee directors participated in our matching gift programs as indicated in the Director Compensation Table below: Messrs. Andreotti, Campbell, Cornelius, Grobstein, Lacy, and Paliwal and Drs. Glimcher and Lynch.

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Director Compensation Table

            The following table sets forth information regarding the compensation earned by our non-employee directors in 2015.

 
 
 
Name
  Fees
Earned or Paid
in Cash(1)
  Stock
Awards(2)
  Option
Awards(3)
  All Other
Compensation(4)
  Total    

 

 

L. Andreotti(5)

  $ 124,415   $ 166,539   $ 0   $ 20,000   $ 310,954  

 

 

L. B. Campbell

  $ 130,000   $ 160,000   $ 0   $ 30,000   $ 320,000    

 

 

J. M. Cornelius(6)

  $ 65,887   $ 194,677   $ 0   $ 30,000   $ 290,564  

 

 

L. H. Glimcher, M.D.

  $ 120,000   $ 160,000   $ 0   $ 20,000   $ 300,000    

 

 

M. Grobstein

  $ 120,000   $ 160,000   $ 0   $ 30,000   $ 310,000  

 

 

A. J. Lacy

  $ 122,500   $ 160,000   $ 0   $ 30,000   $ 312,500    

 

 

T. J. Lynch, Jr., M.D.(6)

  $ 112,500   $ 160,000   $ 0   $ 25,500   $ 298,500  

 

 

D. C. Paliwal

  $ 112,500   $ 160,000   $ 0   $ 25,000   $ 297,500    

 

 

V. L. Sato, Ph.D.

  $ 130,000   $ 160,000   $ 0   $ 0   $ 290,000  

 

 

G. L. Storch

  $ 120,000   $ 160,000   $ 0   $ 0   $ 280,000    

 

 

T. D. West, Jr.

  $ 145,457   $ 160,000   $ 0   $ 0   $ 305,457  
               

(1)
Includes the annual retainer, committee chair retainers, committee membership retainers and Lead Independent Director retainer, as applicable. All or a portion of the cash compensation may be deferred until retirement or a date specified by the director, at the election of the director. The directors listed in the below table deferred the following amounts in 2015, which amounts are included in the figures above:

 
 
 
Name   
  Dollar
Amount
Deferred
  Percentage of
Deferred Amount
Allocated
to U.S. Treasury
Bill Fund
  Percentage of
Deferred Amount
Allocated
to Company
Investment
Return Fund
  Percentage of
Deferred
Amount
Allocated
to Deferred
Share Units
  Number of
Deferred
Share Units
Acquired
   

 

 

L. H. Glimcher, M.D.

  $ 120,000   100 % 0 % 0 % 0  

 

 

M. Grobstein

  $ 60,000     0 %   0 %   100 %   929    

 

 

A. J. Lacy

  $ 122,500   100 % 0 % 0 % 0  

 

 

T. J. Lynch, Jr., M.D.

  $ 28,125     0 %   0 %   100 %   436    

 

 

D. C. Paliwal

  $ 112,500   0 % 50 % 50 % 871  

 

 

G. L. Storch

  $ 120,000     0 %   0 %   100 %   1,859    
 
(2)
Represents aggregate grant date fair value under FASB ASC Topic 718 of deferred share unit and common stock awards granted during 2015. On February 1, 2015, each of the non-management directors then serving as a director received a grant of 2,654.72 deferred share units valued at $160,000 based on the fair market value on the day of grant of $60.27. The aggregate number of deferred share units held by each of these directors as of December 31, 2015 is set forth below. In some cases, these figures include deferred share units acquired through elective deferrals of cash compensation.

 
 
 
Name   
  # of Deferred
Share Units
   

 

 

L. Andreotti

  1,218  

 

 

L. B. Campbell

    39,904    

 

 

J. M. Cornelius

  22,879  

 

 

L. H. Glimcher, M.D.

    84,865    

 

 

M. Grobstein

  57,398  

 

 

A. J. Lacy

    45,323    

 

 

T. J. Lynch, Jr., M.D.

  7,279  

 

 

D. C. Paliwal

    11,218    

 

 

V. L. Sato, Ph.D.

  47,504  

 

 

G. L. Storch

    26,092    

 

 

T. D. West, Jr.

  42,795  
       

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(3)
There have been no stock options granted to directors since 2006. The aggregate number of all stock options held by our directors as of December 31, 2015 is set forth below.

 
 
 
Name      
  # of Stock Options    

 

 

L. B. Campbell

  2,500  
       
(4)
Amounts include company matches of charitable contributions under our matching gift program. On occasion, family members or business associates accompanied Mr. Cornelius and Mr. Paliwal when traveling on the company's NetJets and HeliFlite accounts on business. Mr. Cornelius and Mr. Paliwal paid the taxes on the imputed income as calculated using the Standard Industry Fare Level (SIFL) rate. We did not reimburse Mr. Cornelius or Mr. Paliwal for taxes they paid.

(5)
In addition to the standard Board compensation that all non-management directors received, Mr. Andreotti received a pro-rated annual Non-Executive Chairman retainer of $200,000 and a pro-rated transitional Non-Executive Chairman retainer of $225,000, both paid quarterly, of which 50% was paid in cash and 50% was paid in shares of company stock. Shares of company stock were paid out as follows based on the fair market value of the company's common stock on the award date:

 
 
  Award Date   Value   Fair Market
Value
  Shares of Common
Stock Acquired
   
    9/30/2015   $ 34,274   $ 59.20   578  
    12/31/2015   $ 53,125   $ 68.79   772    
 
(6)
In addition to the standard Board compensation that all non-management directors received, Mr. Cornelius received a pro-rated annual Non-Executive Chairman retainer of $200,000, paid quarterly, of which 50% was paid in cash and 50% was paid in shares of company stock. Shares of company stock were paid out as follows based on the fair market value of the company's common stock on the award date:

 
 
  Award Date   Value   Fair Market
Value
  Shares of Common
Stock Acquired
   
    3/31/2015   $ 25,000   $ 64.50   387  
    5/5/2015   $ 9,677   $ 65.03   148    
 

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COMPENSATION DISCUSSION AND ANALYSIS

            This Compensation Discussion and Analysis (CD&A) is intended to explain how our compensation program is designed and how it operates for our Named Executive Officers (NEOs). For 2015, our NEOs were the following individuals:

  NAME
  PRINCIPAL POSTION
 
  Giovanni Caforio, M.D.   Chief Executive Officer
  Charles Bancroft   EVP and Chief Financial Officer
  Francis Cuss, MB BChir, FRCP   EVP and Chief Scientific Officer
  Sandra Leung   EVP and General Counsel
  Murdo Gordon   Head of Worldwide Markets
  Lamberto Andreotti   Non-Executive Chairman of the Board and former Chief Executive Officer


EXECUTIVE SUMMARY

            Bristol-Myers Squibb has successfully transitioned to a specialty biopharmaceutical company, with a strategy uniquely designed to leverage both the reach and resources of a major pharmaceutical company, as well as the entrepreneurial spirit and agility of a biotech firm. After a multi-year strategic transformation, our acute focus on executing against our strategic goals resulted in record clinical, operational and regulatory achievements that drove strong financial performance and created meaningful value for our shareholders in 2015. Our Compensation and Management Development Committee's (the "CMDC" or the "Committee") continual review of our compensation program through our transformation, in light of both our business strategy and our extensive shareholder engagement efforts, has allowed our executive compensation program to evolve while maintaining close alignment with our strategic focus and the perspectives of our shareholders. This executive summary includes an overview of the key components of our compensation program and recent changes approved by the Committee that we believe further strengthen our executive compensation program practices and support our company's evolution to a leading specialty biopharmaceutical company.

Responsiveness to Our Shareholders

            Following our 2015 Annual Meeting advisory vote on executive compensation, we engaged in extensive shareholder outreach to discuss our compensation program and changes our Committee was considering for 2016. Through these conversations, as well as the outreach we conducted with our top 50 shareholders before our 2015 Annual Meeting, we received important feedback that helped inform the Committee's review of our compensation program and the program changes approved in 2015 that became effective in 2016.

            The changes the Committee approved in 2015 are specifically designed to enhance the alignment of our strategy for growth with our pay program and respond to the feedback we received from our shareholders. The most notable changes include instituting three-year performance measurement periods in our long-term incentive program, eliminating the use of non-GAAP EPS in our long-term incentive program, and altering the mix of performance metrics. We also have significantly enhanced our disclosure in this CD&A to reflect shareholder feedback on other topics, including the expansion of our discussion on the company's business and financial performance and our financial and pipeline target setting considerations.

            Further detail on our shareholder outreach, the feedback received and the changes made to our compensation program are described later in this executive summary and in the body of our CD&A.

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Key 2015 Performance Highlights

            Our four strategic priorities are to drive business performance while maintaining the highest ethical standards, maintain our leadership in immuno-oncology, maintain a diversified portfolio both within and outside of immuno-oncology, and continue our disciplined approach to capital allocation, with business development as a top priority. Management's execution of these four strategic priorities in 2015 resulted in significant growth that was driven by strong performance of new and inline brands (products that are not expected to lose exclusivity for at least the next few years in the U.S. or EU), significant clinical and regulatory achievements, particularly in immuno-oncology, important business development activities that supplement our innovative pipeline, and a strong balance sheet. For a discussion of our Board's involvement in the strategic planning process, please see "Board's Role in Strategic Planning and Risk Oversight" beginning on page 20.


 

  

§

Management's execution of our four strategic priorities in 2015 resulted in increased revenues and non-GAAP earnings per share by 4% and 9%, respectively, compared to 2014.

§

We advanced our leadership position in immuno-oncology through achievement of an unprecedented number of clinical and regulatory milestones and strong commercial execution, described in more detail below.

§

Outside of immuno-oncology, our cardiovascular product Eliquis continues to perform strongly and is poised to become the leading new oral anticoagulant.

§

Our Hepatitis C product Daklinza, which recently launched in the U.S., has also performed well, particularly in Japan and parts of Europe.

§

We continued to advance a diversified pipeline of innovative medicines, including early stage assets in genetically defined diseases, fibrosis, heart failure and immunoscience

§

We received 112 approvals for new medicines and additional indications and formulations of currently marketed medicines, including 23 in major markets (the U.S., the EU and Japan).

§

Our management team successfully leveraged our newly streamlined operating model to accelerate the speed with which we bring new medicines to patients while maintaining quality, safety and cost efficiency, all while operating with high ethical standards.

§

Our strong operating performance in 2015 continued to create value for shareholders, delivering over 19% in one-year total shareholder returns and more than 131% in three-year total shareholder returns, and increasing the dividend for the seventh year in a row.


 


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2015 Achievements in Immuno-Oncology Are Unprecedented

            Our achievements in immuno-oncology in 2015, particularly with our new drug Opdivo, have been unprecedented not only for Bristol-Myers Squibb, but also within the industry more broadly. In 2015, Opdivo demonstrated an overall survival benefit in three large Phase III studies, which led to early study stops, with a total of five Opdivo Phase III trials stopped early because the data showed an overall survival benefit compared with standard of care therapy. Within 12 months of Opdivo's first approval in the U.S. for metastatic melanoma in late December 2014, we worked with unprecedented speed with the FDA and received five additional U.S. approvals for indications across three different tumor types, leading the way in this transformative approach to cancer care in advanced non-small cell lung cancer, melanoma and kidney cancer. As of the end of 2015, Opdivo was approved in over 40 countries. As a result of the efficacy demonstrated in trials, the breadth of our innovative clinical development program across multiple tumor types simultaneously, and the innovation of our people, the timelines for clinical trials, regulatory approvals and market adoption of Opdivo have all progressed with unprecedented speed.

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Bristol-Myers Squibb's Commitment to Innovation Has Driven Unprecedented
2015
Opdivo Achievements

Core Components of Opdivo Success

GRAPHIC

* Opdivo achievements in 2015 were unprecedented, and the scale of this success could not be anticipated at the time guidance for the year was announced. As a result of the unprecedented nature of these achievements, guidance was raised twice during the year. Consistent with past practice, incentive targets were set by the Committee for all incentive plan participants in February 2015. Discussion of the Committee's target setting process and how these unprecedented Opdivo achievements impacted incentive targets begins on page 47.

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Our Financial and Operational Performance Continues to Create Value for Shareholders

            Our total shareholder return (stock price appreciation plus dividends), or TSR, reflects our financial and operational achievements in 2015 and continues to outpace our peers.

GRAPHIC

Proactive Shareholder Engagement on our Executive Compensation Program

            The Board and the Committee take shareholder feedback and vote outcomes at our Annual Meeting very seriously. In 2015, we meaningfully increased our proactive shareholder engagement following a disappointing outcome on our advisory vote on compensation.

            Both before and after our 2015 Annual Meeting, we engaged with shareholders representing over 40% of shares outstanding, which represented many of our top 50 investors and a number of smaller U.S. and European shareholders, and included both major asset managers as well as pension funds. We spoke with several investors twice during 2015—first to seek feedback on our compensation program, and later to seek feedback on potential changes to our program. Our Lead Independent Director, who also serves as the Chair of the Committee, met with shareholders representing over 20% of the company's outstanding shares. In addition, members of management participated in these discussions and the feedback received from shareholders was brought to the Committee and Board for discussion during the course of several meetings.

            Key compensation program themes that emerged from these discussions with our shareholders included:

    §
    Preference for longer performance measurement period in our long-term incentive plan;
    §
    Less dependence on non-GAAP EPS as a metric; and
    §
    Request for greater clarity and disclosure on incentive target setting process and individual performance goals and the assessment of achievement against those goals.

            The Committee believes that the changes made for 2016 address each of these key feedback areas.

Compensation Program Changes for 2016

            During 2015, our Board and management performed an in-depth review of our compensation program in the context of shareholder feedback, our pay philosophy, strategic goals and the evolution of our product portfolio as we enter a period of expected growth. As a result, the Committee decided to make a number of changes to our compensation program that became effective in 2016. These changes are intended to:

    §
    Further enhance the structural alignment between our incentive program and our strategy, reflecting the next chapter of expected growth of our company;
    §
    Respond directly to feedback received from shareholders and the results of our 2015 advisory vote on compensation; and
    §
    Improve disclosure and transparency of our compensation practices.

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Summary of Compensation Program Changes for 2016

                 
   
Compensation Program Change





 
Committee's Rationale




   
Lengthening the performance period in our Performance Share Unit (PSU) program from one year to three years.

 
 


§

Following our successful transformation and reflecting our product portfolio's maturity, three-year performance periods are appropriate to align the interests of our executives with the long-term performance of the Company.

§

Our shareholders had a clear preference for longer performance measurement periods in our PSU program.




 
       
   
Eliminating non-GAAP EPS metric overlap in annual and long-term incentive plans. Non-GAAP EPS will remain a financial measure in our annual incentive plan, but has been eliminated from our PSU program.

 
 


§

While non-GAAP EPS is an important financial measure to include in our incentive plans, there is merit in the view that it should be included in only one program. The Committee determined non-GAAP EPS is a more appropriate financial measure for the annual incentive plan.

§

Our shareholders preferred that non-GAAP EPS not be used in both our annual and long-term incentive programs.




 
       
   
Introducing a new mix of financial performance metrics in our PSU program. Beginning in 2016, metrics will be: total revenues net of foreign exchange (ex-fx), non-GAAP operating margin and 3-year relative TSR.

 
 


§

This new financial metric mix creates even stronger alignment with key value drivers of our business.

§

Together, these metrics ensure an appropriate and balanced focus on profitable growth that creates value for our shareholders over the long-term.

§

Our shareholders wanted metrics to align with our strategic business priorities and preferred less overlap in annual and long-term programs.




 
       
   
Reducing annual incentive maximum opportunity from 251% to 200% of target.

 
 


§

This reduction in annual incentive opportunity enhances the balance between our executives' short- and long- term incentive plans and more closely aligns with our peer companies.

§

Our shareholders were generally supportive of the maximum opportunity reduction that results in greater emphasis on long-term incentives.




 
       
   
Increasing disclosure of the target setting process and enhancing transparency of individual performance goals and determinations.

 
 


§

Enhanced disclosure around target setting and NEO performance determinations is important information for shareholders.

§

Our shareholders requested greater disclosure in both of these areas as reflected in this CD&A.




 
       

            The changes discussed above follow modifications the Committee made to the program in 2014, which included:

    §
    Adding a pipeline metric to our annual incentive plan and a relative 3-year TSR modifier to our PSU awards; and
    §
    Eliminating remaining excise tax gross-ups in change-in-control agreements for grandfathered executives, effective January 1, 2016.

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            A year-over-year comparison of key structural changes to our executive compensation and incentive programs is presented in the chart below. Key structural changes for 2016 are highlighted below in bold and underline font.

                                     
 
  2015
   
   
  2016
   
                                     
    Base Salary
    Base Salary
                                     
    Annual Incentive
    Annual Incentive
    Max incentive opportunity is 251% of target           Max incentive opportunity is 200% of target    

 

 

Incentive calculation comprised of:

 

 

 

 

 

Incentive calculation comprised of:

 

 
        1.   Company Performance Factor measured by:               1.   Company Performance Factor measured by:    
           

Non-GAAP EPS (50% weight)

                 

Non-GAAP EPS (50% weight)

   
           

Total Revenues (ex-fx) (25% weight)

                 

Total Revenues (ex-fx) (25% weight)

   
           

Pipeline (25% weight)

                 

Pipeline (25% weight)

   

 

 

 

 

2.

 

Individual Performance Factor

 

 

 

 

 

 

 

2.

 

Individual Performance Factor

 

 

                                     
    Long-term Incentives
    Long-term Incentives
   

60% Performance Share Units

Measures financial performance over a one-year period plus a three-year relative TSR modifier

Performance metrics:

Non-GAAP EPS (70% weight)

Total Revenues (ex-fx) (30% weight)

Modifier: Relative 3-year TSR

40% Market Share Units

         

60% Performance Share Units

Measures financial performance over a three-year period

Performance metrics:

Non-GAAP Operating Margin (33% weight)

Total Revenues (ex-fx) (33% weight)

Relative 3-year TSR (34% weight)

40% Market Share Units

   

2015 Pay Decisions Align with Company Performance and Transformation

CEO Succession in 2015

            On May 5, 2015, Dr. Caforio became the Chief Executive Officer of the company, succeeding Mr. Andreotti, who became our Chairman. Dr. Caforio's new compensation package as Chief Executive Officer, effective May 5, 2015, is detailed below:

    §
    Base salary of $1,400,000;
    §
    Annual target incentive of 150% of base salary;
    §
    Target value of long-term incentives: $9,723,644;
    §
    Target total compensation (defined as target total cash compensation plus target long-term incentives value): $13,223,644;
    §
    No change in severance benefits: Dr. Caforio is eligible to receive severance pay equal to two times his base salary, which is the same benefit available to all other Named Executive Officers;
    §
    No company perquisites.

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GRAPHIC

            Dr. Caforio's total compensation for 2015 is targeted at approximately the 25th percentile of Chief Executive Officers within our current proxy peer group. The Committee believes Dr. Caforio's compensation package positions him appropriately among his peers when taking multiple factors into consideration, principally Dr. Caforio's new tenure as Chief Executive Officer.

            Mr. Andreotti's 2015 Compensation:    Following his transition to Non-Executive Chairman on August 3, 2015, Mr. Andreotti's CEO compensation package terminated and he is compensated in line with our Non-Executive Chairman policy, which is described under "Compensation of our Non-Executive Chairman" beginning on page 29. Mr. Andreotti did not receive any PSU awards for his service as CEO in 2015. As part of the phasing out of our old PSU design, a portion of Mr. Andreotti's 2013 performance share unit award was deemed granted for accounting purposes in 2015. This is not an additional award, but a disclosure requirement of a prior award pursuant to the proxy disclosure rules.

2015 Incentive Plan Target Setting Considerations

            At the beginning of each year, the Committee undertakes an incentive target setting process to establish targets that it believes will motivate our executives appropriately to deliver high performance that drives shareholder value creation in both the short and longer term.

            Financial and strategic performance targets are:

    §
    Pre-defined
    §
    Contain stretch goals
    §
    Tied to the key financial objectives of the Company
    §
    Aligned with industry benchmarks on speed of commercial launch and standard market adoption
    §
    Aligned with our earnings guidance

            Pipeline performance targets are:

    §
    Set in collaboration with the Science and Technology Committee
    §
    Aligned with the company's strategic plan and key value drivers

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    §
    Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines
    §
    Separated into two performance categories, "Near-Term Value" and "Long-Term Growth Potential"
    §
    Reflective of annual milestones that link short term outcomes to long-term strategic R&D priorities (milestones for higher value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones)

            In establishing targets and goals, the Committee considers budget, operational priorities, long-term strategic plans, historical performance, product pipeline and other external factors, including external expectations, and an assessment of the competitive environment. The incentive targets set for 2015 reflected all of these considerations, as well as the evolution of our business and product portfolio in the context of our transition to a diversified specialty biopharmaceutical company.

            The Committee set 2015 incentive targets in consideration of anticipated performance, in line with guidance provided to the market in early 2015 and in line with pipeline expectations. Later in the year, after the Committee set the targets, we achieved significant growth across our priority brands and advanced our leadership in immuno-oncology with unprecedented clinical and regulatory achievements with our drug, Opdivo. As discussed above, the efficacy and safety profile, acceleration and number of regulatory approvals, speed of market adoption and growth of Opdivo sales are unprecedented; the scale of this success could not be anticipated at the time non-GAAP EPS guidance for the year was announced and incentive targets established.

Timeline of Incentive Target Setting and Guidance Refinements

    o
    January 2015: Initial 2015 Non-GAAP EPS guidance set at $1.55-$1.70

    o
    February 2015: 2015 Incentive targets set by the Committee

    o
    July 2015: As a result of unprecedented achievements, guidance was revised to $1.70-$1.80

    o
    October 2015: Guidance was further revised to $1.85-$1.90 following additional exceptional achievements in Q3 2015

    o
    Fiscal 2015 Achievement: 2015 Non-GAAP EPS reported at $2.01

            The Committee believes 2015 incentive awards appropriately reward our executives for their outstanding performance and the value created for shareholders in a year of unprecedented achievement and delivery for our patients.

Key 2015 Compensation Decisions and Incentive Target Achievements

            Our executive compensation program is highly performance-based and places a significant majority of our executives' compensation at risk.

Annual Incentive Program

            Annual awards are comprised of a company performance factor, which is calculated based on pre-defined financial and pipeline goals, and an individual performance factor, which is calculated based on individual achievements against pre-defined strategic and operational goals.

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2015 Financial and Pipeline Achievements for Company Performance Factor

 
   
   
   
   
   
   
   

Performance Measure


 
Target

 
Actual

 

% of
Target


 

Non-GAAP Diluted Earnings Per Share(1)(2)

    $ 1.57     $ 1.95     124.2 %  

Total Revenues, Net of Foreign Exchange ($=MM)(1)

     
$

15,638
     
$

17,808
       
113.9

%

 

Pipeline Score

    3     4.8     160.0 %  

(1)
Non-GAAP diluted earnings per share and total revenues, net of foreign exchange, were negatively adjusted by $0.05 and $121 million, respectively, to neutralize the less than expected adverse impact from additional launches of generic entecavir (Baraclude).
(2)
With respect to the CEO, the other NEOs and other executive officers, the achievement of non-GAAP EPS was reduced by $0.01 to reflect the Committee's exercise of negative discretion in connection with the financial impact of the company's civil settlement with the SEC of alleged Foreign Corrupt Practices Act violations.

            When determining the individual component of our annual incentive awards, the Committee considers each executive's contributions to the Company's strategic achievements and financial and operational performance. In addition, the Committee considers how each executive embodies the BioPharma Behaviors and his or her contributions to our Company's culture of business integrity, ethics and compliance. In anticipation of the 2016 changes to our annual incentive program, the Committee used its discretion to limit the 2015 annual incentive payout for our NEOs to 200% of target. Accordingly, in 2015, individual performance factors for our NEOs ranged from 105% to 130%, resulting in annual incentive awards ranging from $1.02 million to $3.50 million. Disclosure of our NEOs individual performance goals and achievements are detailed below on page 50, under "2015 Individual Performance Assessment". Further detail on annual incentive awards for each of our NEOs is detailed on page 53, under "2015 Annual Incentive Awards".

Long-Term Incentive Program

            Long-term incentive awards, in the form of Performance Share Units and Market Share Units, were granted in line with target amounts as detailed on pages 55 and 59, under "Performance Share Unit Awards—2015 Performance Results" and "Market Share Unit Awards—Performance Results".

Our Compensation Governance Reflects Market Best Practices

            We maintain a number of compensation governance best practices which support our overarching compensation philosophy and are fully aligned with our compensation principles, as discussed in the following section. Our compensation practices also align with input we have received from shareholders.

                         
    What We Do:       What We Don't Do:    
   

ü

  100% performance-based annual and long-term incentives       LOGO   No perquisites for our Named Executive Officers    
   

ü

  Caps on the payouts under our annual and long-term incentive award programs       LOGO   Prohibition on speculative and hedging transactions    
   

ü

  Robust share ownership and share retention guidelines       LOGO   No employment contracts with our Named Executive Officers    
   

ü

  Robust recoupment and clawback policies       LOGO   Prohibition on re-pricing or backdating of equity awards    
   

ü

  Proactive shareholder engagement       LOGO   No guaranteed incentives with our Named Executive Officers    
   

ü

  "Double-trigger" change-in-control agreements       LOGO   No tax gross-ups    

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Executive Compensation Philosophy and Principles

Our executive compensation philosophy focuses on two core elements:

LOGO

            Our compensation program is designed with the following principles in mind:

    ü
    to pay our employees equitably based on the work they do, the capabilities and experience they possess, and the performance and behaviors they demonstrate;

    ü
    to promote a non-discriminatory and inclusive work environment that enables us to benefit from the diversity of thought that comes with a diverse and inclusive workforce;

    ü
    to motivate our executives and all our employees to deliver high performance with the highest integrity; and

    ü
    to implement best practices in compensation governance, including risk management and promotion of effective corporate policies.

Benchmarking Analysis and Peer Group

Benchmarking Approach

            In general, our executive compensation program seeks to provide total direct compensation at the median of our primary peer group when targeted levels of performance are achieved. In any given year, however, we may target total direct compensation for a particular executive above or below the median of our primary peer group due to multiple factors, including competencies, qualifications, experience, responsibilities, contribution, individual performance, role criticality and/or potential. We may also target total direct compensation above the median of our primary peer group to attract and retain talent within the competitive biopharmaceutical industry marketplace. We define total direct compensation as base salary plus target annual incentive award plus the fair value of annual long-term incentive awards on the date of grant.

            Paying at competitive levels when targeted levels of performance are achieved allows us to attract and retain the talent we need to continue driving performance, while enabling us to maintain a competitive cost base with respect to compensation expense.

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Benchmarking Process

            The Committee's independent compensation consultant annually conducts a review of the compensation for our Named Executive Officers, including compensation information compiled from publicly filed disclosures of our primary and extended peer groups. Pay levels of our peers are used as a reference point, among others factors, when determining individual pay decisions (i.e., base salary levels, the size of salary adjustments, if any, target annual incentive levels and long-term incentive award size).

2015 Peer Groups

            We regularly monitor the composition of our peer groups and make changes when appropriate. Our peer groups in 2015 remained unchanged and consisted of the following companies:

 
 
  Primary Peer Group
  Extended Peer Group(1)
   
    AbbVie Inc.   Gilead Sciences Inc.       AstraZeneca PLC  
    Amgen Inc.   Johnson & Johnson       GlaxoSmithKline PLC    
    Biogen Idec Inc.   Merck & Co.       Roche Holding AG  
    Celgene Corporation   Pfizer, Inc.       Novartis AG    
    Eli Lilly and Company         Sanofi  
         

(1)
Our extended peer group includes the primary peer group plus these five companies based outside the U.S.

            Primary Peer Group: The Committee believes the companies included in our 2015 primary peer group are appropriate given the unique nature of the biopharmaceutical industry. These companies represent our primary competitors for executive talent and operate in a similarly complex regulatory and research-driven environment.

            In determining our primary peer group, we believe emphasis should be placed on whether a company competes directly with us for the specialized talent necessary to further drive our success as a diversified specialty biopharmaceutical company. We also consider company size in determining our peer group. The companies in our primary peer group all had annual revenues of at least $7 billion for 2015. BMS was slightly below the 25th percentile in revenue and slightly below median in market capitalization amongst our primary peer group.

            Extended Peer Group: We also review an extended peer group, which is comprised of the nine companies in our primary peer group plus five companies based outside the U.S. This extended peer group serves as an additional reference point for compensation practices, including understanding of the competitive pay environment as it relates to the global nature of both our business and the competition for talent.

2015 Target Compensation Benchmarks

            Target compensation for Dr. Caforio was at approximately the 25th percentile of Chief Executive Officers within our current proxy peer group, principally in consideration of Dr. Caforio's new tenure as Chief Executive Officer. In general, our other executive officers were at approximately the 50th percentile of our current proxy peer group.

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Components of Our 2015 Compensation Program

  Core components of our 2015 executive compensation program:

          §
          Base Salary

          §
          Annual Incentive Award

          §
          Long-Term Incentives, comprised of:
            Performance Share Units
            Market Share Units

            The Committee believes this structure aligns with a continued commitment to emphasizing variable, or "at risk," compensation for our executives. The following charts provide an overview of the 2015 executive compensation components for the CEO and other NEOs, and highlights the percentage of target compensation that is variable and at risk.

GRAPHIC

            This target mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, aligning our executive compensation program with our business strategy.

            The following sections discuss the primary components of our executive compensation program and provide detail on how specific pay decisions were made for each NEO in 2015.

Base Salary

            Base salaries are used to help us attract talent in a highly competitive labor market. The salaries of our executives are primarily established on the basis of the pay levels of comparable positions within our primary peer group and the specialized qualifications, experience and criticality of the individual executive and/or his or her role. Salary increases for our executives are determined based on both the performance of an individual and the size of our annual increase budget in a given year, which is based in part on an assessment of market movement related to salary budgets for our peer companies and general industry. We typically set our annual salary increase budgets based on the median of such forecasts. Salary adjustments may also be granted from time to time during the year, such as when an executive assumes significant increases in responsibility and/or is promoted.

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            In 2015, in accordance with our company-wide merit review process, employees, including the Named Executive Officers, were eligible for a merit increase provided their performance fully met or exceeded expectations on both results and behaviors. Employees rated below the fully-performing level typically receive a reduced merit increase or receive no salary increase depending on the extent to which they were rated below the fully-performing level. Effective April 1, 2015, Dr. Caforio and Mr. Bancroft received merit increases of 3%, Ms. Leung received a merit increase of 4% and Dr. Cuss received a merit increase of 5%. Dr. Caforio received a 43% salary increase effective May 5, 2015 in connection with his promotion from Chief Operating Officer to Chief Executive Officer. Mr. Gordon received a 13% salary increase effective January 16, 2015, in connection with his promotion from President of U.S. Pharmaceuticals to Head of Worldwide Markets.

Annual Incentive Program

            Our annual incentive program is designed to reward performance that supports our business strategy as a diversified specialty biopharmaceutical company and our mission to help patients prevail over serious diseases. The annual plan aligns with our business strategy and mission by sharpening management's focus on key financial and pipeline goals, as well as by rewarding individual performance (both results and behaviors), consistent with our pay-for-performance philosophy.

            Each NEO's target annual incentive is expressed as a percentage of base salary. Annual incentive awards for each NEO are determined by evaluating both company performance (as measured by the Company Performance Factor) and individual performance (as measured by the Individual Performance Factor). The maximum incentive opportunity for each NEO in 2015 was 251% of target. Beginning in 2016, the maximum incentive opportunity for each Named Executive Officer will be 200% of target.

            Although the maximum incentive opportunity for each NEO was 251% of target in 2015, the Committee decided in its judgment to limit the 2015 incentive payout for our NEOs to 200% of target in anticipation of the 2016 changes to our annual incentive program. Accordingly, none of our NEOs received a payout of more than 200% of target in 2015.

            The Company Performance Factor can range from 0% to 152%, based on financial achievements and pipeline results, and the Individual Performance Factor can range from 0% to 165%, based on individual performance (both results and behaviors). The graphic below illustrates the calculation used to determine annual incentive plan awards.

Annual Incentive Award Calculation for Named Executive Officers

GRAPHIC

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Performance Metrics Underlying the Company Performance Factor

            Our 2015 incentive plan design has the following corporate-wide measures, which apply to all employees eligible to participate in the annual incentive plan, including our Named Executive Officers:

                 
 
       2015 Metric and Weighting
  What It Is
  Why It's Important
   

 

 

Earnings Per Share (EPS)
(50%)


 

Non-GAAP Diluted EPS
(Net Income divided by outstanding shares of common stock)


 

A critical measure of annual profitability aligning our employees' interests with those of our shareholders

 


 

 

Total Revenues
(25%)

 

Total Revenues, net of foreign exchange
(Total revenues minus reserves for returns, discounts, rebates and other adjustments)

 

A measure of top-line growth that creates a foundation of long-term sustainable growth and competitive superiority

 

 

 

 

Pipeline
(25%)


 

• Near-Term Value
(Submissions and approvals)
• Long-Term Growth Potential



 

Increases BMS-wide focus on delivery of our late-stage pipeline and continued development of a robust pipeline through both internal efforts and business development

 

            Our pipeline metric highlights the importance of pipeline delivery to the near-term and long-term success of the company. This metric measures the sustainability and output of our R&D pipeline portfolio and is comprised of goals in two categories, Near-Term Value and Long-Term Growth Potential:

                 
 
  Metric
  What It Is
  Why It's Important
   
    Near-Term Value (50%)   Regulatory submissions and approvals for new medicines and new indications and formulations of marketed products in the U.S., EU, and Japan   Recognizes delivery of the late-stage pipeline, which drives near-term value  

 

 

Long-Term Growth Potential (50%)

 

• Development Candidates
• First in Human
• Proof of Confidence
• Registrational Study Starts

 

Recognizes the progression and successes of the R&D pipeline at various stages of development, including internally and externally-sourced compounds

 

 

Financial and Pipeline Metric Target Setting Considerations

            At the beginning of each year, the Committee undertakes an incentive target setting process to establish targets that it believes will motivate our executives appropriately to deliver the high performance that drives shareholder value creation in both the short and longer term.

            Financial and strategic performance targets are:

    Pre-defined;
    Contain stretch goals;

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    Tied to the key financial objectives of the Company;
    Aligned with industry benchmarks on speed of commercial launch and standard market adoption; and
    Aligned with our earnings guidance.

            Pipeline performance targets are:

    Set in collaboration with the Science and Technology Committee;
    Aligned with the Company's strategic plan and key value drivers;
    Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines;
    Separated into two performance categories, "Near-Term Value" and "Long-Term Growth Potential"; and
    Reflective of annual milestones that link short-term outcomes to long-term strategic R&D priorities. (milestones for higher value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones.)

            In establishing targets and goals each year, the Committee considers budget, operational priorities, long-term strategic plans, historical performance, product pipeline and other external factors, including external expectations, and an assessment of the competitive environment. The incentive targets set for 2015 reflected all of these considerations, as well as the evolution of our business and product portfolio in the context of our transition to a diversified specialty biopharmaceutical company.

            The Committee set 2015 incentive targets in consideration of anticipated performance, in line with guidance provided to the market in early 2015 and in line with pipeline expectations, including the loss of exclusivity for Abilify, our largest product in 2014, the divestiture of our diabetes business and the expiration or transfer of certain licensing and royalty rights. Later in the year, after the Committee set the targets, we achieved significant growth across our priority brands and advanced our leadership in immuno-oncology with unprecedented clinical and regulatory achievements with our drug, Opdivo. As discussed in the executive summary of this CD&A, the efficacy and safety profile, acceleration and number of regulatory approvals, speed of market adoption and growth of Opdivo sales are unprecedented; the scale of this success could not have been anticipated at the time our non-GAAP EPS guidance for the year was announced and incentive targets set.

2015 Company Performance Factor Achievements

            The table below shows the performance and resulting payout percentage of the performance measures used for our 2015 annual incentive plan:

                             
 
  Performance Measure
  Target
  Actual
  % of
Target

  Resulting
Payout
Percentage

   

 

 

Non-GAAP Diluted Earnings Per Share(1)(2)

  $ 1.57   $ 1.95   124.2 %   152.17 %  

 

 

Total Revenues, Net of Foreign Exchange ($=MM)(1)

  $ 15,638   $ 17,808   113.9 %   152.17 %    

 

 

Pipeline Score

  3   4.8   160.0 %   146.96 %  

 

 

Total

          130.6 %   150.87 %    

(1)
Non-GAAP diluted earnings per share and total revenues, net of foreign exchange, were negatively adjusted by $0.05 and $121 million, respectively, to neutralize the less than expected adverse impact from additional launches of generic entecavir (Baraclude).
(2)
With respect to the CEO, the other NEOs and other executive officers, the achievement of non-GAAP EPS was reduced by $0.01 to reflect the Committee's exercise of negative discretion in connection with the financial impact of the company's civil settlement with the SEC of alleged Foreign Corrupt Practices Act violations.

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