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

SCHEDULE 14A

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

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

 

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

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PROXY STATEMENT

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		Page
PROXY STATEMENT SUMMARY		3
ELECTION OF DIRECTORS		9
Majority Vote Standard and Mandatory Resignation Policy		9
Criteria for Board Membership		9
Director Independence		9
Director Succession Planning and Identification of Board Candidates		10
2019 Director Nominees		12
CORPORATE GOVERNANCE AND BOARD MATTERS		18
Active Board Oversight of Our Governance		18
Board Leadership Structure		18
Board's Role in Strategic Planning and Risk Oversight		19
Risk Assessment of Compensation Policies and Practices		21
Annual Evaluation Process		21
Responsiveness to Shareholder Feedback		22
Meetings of our Board		22
Annual Meeting of Shareholders		22
Committees of our Board		23
Codes of Conduct		25
Related Party Transactions		26
Disclosure Regarding Political Activities		27
Global Corporate Citizenship & Sustainability		27
Responsible Drug Pricing Strategy & Transparency		28
Communications with our Board of Directors		29
Compensation of Directors		30
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis		33
Compensation and Management Development Committee Report		54
Summary Compensation Table		55
Grants of Plan-Based Awards		56
Outstanding Equity Awards at Fiscal Year-End		57
Option Exercises and Stock Vesting		58
Present Value of Accumulated Pension Benefits		60
Non-Qualified Deferred Compensation Plan		60
Post-Termination Benefits		61
Termination of Employment Obligations (Excluding Vested Benefits)		65
Pay Ratio		66
ITEMS TO BE VOTED UPON
Item 1—Election of Directors		9
Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers		67
Equity Compensation Plan Information		67
Item 3—Ratification of the Appointment of Independent Registered Public Accounting Firm		68
Audit and Non-Audit Fees		68
Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm		69
Audit Committee Report		69
Item 4—Shareholder Proposal on Shareholder Right to Act by Written Consent		71
VOTING SECURITIES AND PRINCIPAL HOLDERS		73
Common Stock Ownership by Directors and Executive Officers		73
Principal Holders of Voting Securities		74
Section 16(a) Beneficial Ownership Reporting Compliance		74
Policy on Hedging and Pledging		74
OTHER MATTERS		75
Advance Notice Procedures		75
2020 Shareholder Proposals		75
Compensation Committee Interlocks and Insider Participation		75
Availability of Corporate Governance Documents		75
FREQUENTLY ASKED QUESTIONS		76
EXHIBIT A—Categorical Standards of Independence		A-1
EXHIBIT B—Directions to our Lawrence Township Office		B-1

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430 E. 29^th Street, 14^th Floor
New York, New York 10016

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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

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              Notice is hereby given that the 2019 Annual Meeting of Shareholders will be held at Bristol-Myers Squibb Company, 3401 Princeton Pike, Lawrence Township, New Jersey, on May 29, 2019, at 10:30 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 2019;



•

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 April 30, 2019 will be entitled to vote at the meeting.

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

Dated: April 30, 2019

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 Wednesday, May 29, 2019, at 10:30 a.m. at our offices located in Lawrence Township, New Jersey. I hope that you will be able to attend.

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

We will also use the meeting as an opportunity to look back on the past year, highlighting everything from our strong commercial and operational execution to our clinical advances to our progress against our Sustainability 2020 Goals and the important work of the BMS Foundation. We will also look ahead to the next steps in our announced acquisition of Celgene Corporation—creating a leading focused specialty biopharma company well positioned to address the needs of patients facing serious diseases.

Last year, over 86% of the outstanding shares were represented at the Annual Meeting and earlier this year, over 75% of outstanding shares were represented at our Special Meeting on April 12, 2019. Whether or not you attend in person, I hope that your shares will be represented at the meeting. Your vote is very important.

I look forward to welcoming many of you to our 2019 Annual Meeting.

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

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To my fellow shareholders:

              Bristol-Myers Squibb's 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 successful in this important undertaking. In 2018, with the Board's independent oversight and effective guidance, our management team's focused execution of our strategy resulted in increased revenues and an increase in both our GAAP and non-GAAP earnings per share. These results were primarily driven by superior commercial execution for our prioritized brands, including Opdivo and Eliquis (two of the 10 largest selling drugs in the pharmaceutical industry in 2018).

              Your Board and management team understand the importance of maintaining a robust pipeline for future growth as well as capitalizing on opportunities to create sustainable long-term growth for our shareholders. To that end, following a comprehensive strategic review and extensive due diligence, we decided to acquire Celgene Corporation ("Celgene"). Together with Celgene, our combined company will be a global biopharma leader, with the #1 oncology franchise, a top 5 immunology and inflammation franchise, best-in-class cardiovascular franchise, significant near-term launch opportunities, and a deep and broad pipeline. We are very pleased that this transaction has been approved by both companies' shareholders and we look forward to closing the transaction later this year following regulatory approval.

              Each year, your Board evaluates and re-asserts its commitment to sound corporate governance. Over the last year, we have focused in particular on the following key areas:

•

Setting the company strategy for sustainable long-term value creation. My fellow Directors and I firmly believe in the importance of a strong partnership between management and the Board to set the company strategy—our long-term success as a company is inextricably linked to the Board's proactive, independent, and constructive engagement with management. This partnership proved critical in 2018 as we embarked on a robust strategic review process of numerous business development opportunities, with thorough Board oversight that ultimately led to the decision to acquire Celgene in early 2019. Our Board met eight times between June 2018 and January 2019 to discuss the risks and merits of the Celgene opportunity and oversaw all aspects of the process. Our Board will continue to provide critical oversight of our management team as they execute our strategy to create long-term shareholder value and support the pursuit of our Mission.

•

Constructive dialogue with shareholders. Shareholder engagement remains a top priority and we are committed to this because of the valuable insights we gain. In 2018, management and members of the Board, including me, met with some of our shareholders and had productive discussions on a number of topics, including board composition, company strategy and execution, sustainability and risk oversight, as well as executive compensation. More recently, our Board and members of management engaged with shareholders extensively about the Celgene transaction. We believe the support of over 75% of shareholders for the transaction is an important endorsement of the value it brings to the company. We recognize, however, that some shareholders have expressed concerns about the deal. We are committed to continuing an open and constructive dialogue with all our shareholders as we focus on executing a successful integration and delivering the value of the combined company.

•

Focus on Board effectiveness and composition. We are at an important inflection point for the company. As we look ahead to the unique opportunities and challenges presented by the integration of Celgene and continued execution of our strategy and Mission, we recognize the importance of having an effective Board with the right skill sets for this time. We are focused on Board composition to ensure that your Board has highly qualified members with diverse backgrounds and the best mix of skill sets, including leadership and vision, industry and company-specific knowledge, and experience integrating large-scale acquisitions, among others, to provide important insights, guidance and oversight as we move into the next chapter for Bristol-Myers Squibb as a company.

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

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

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PROXY STATEMENT SUMMARY

​	​	​	​	​	​	​
		2019 Annual Meeting of Shareholders
​	​	​	​	​	​	​
		Date:		May 29, 2019
		Time:		10:30 a.m.
		Place:		3401 Princeton Pike, Lawrence Township, New Jersey
				For additional information about the Annual Meeting, see "Frequently Asked Questions" beginning on page 76.
​	​	​	​	​	​	​

 

​	​	​	​	​	​	​	​	​	​	​	​	​
		Voting Matters
​	​	​	​	​	​	​	​	​	​	​	​	​
		Item		Proposal		Board Vote Recommendation		Required Vote		Page Number
​		1		Election of Directors		FOR ALL		Majority of votes cast		9		​
		2		Advisory vote to approve the compensation of our Named Executive Officers		FOR		Majority of shares voted		67
​		3		Ratification of the appointment of an independent registered public accounting firm		FOR		Majority of shares voted		68		​
		4		Shareholder proposal on shareholder right to act by written Consent		AGAINST		Majority of shares voted		71
​	​	​	​	​	​	​	​	​	​	​	​	​

2018 Performance Highlights

              In 2018, we exceeded our financial goals in key areas, including continued growth across our core prioritized brands, and had important scientific advancement of clinical assets, including some high value targets, that continue to diversify our pipeline. Management's continued execution of our strategic priorities in 2018 resulted in increased revenues of 9%. Our strong operating performance resulted in an increase of our GAAP earnings per share by 393% and our non-GAAP earnings per share by 32%. Our 2018 operating results were primarily driven by outstanding commercial execution, which yielded strong performance for our prioritized brands, particularly Opdivo and Eliquis, important scientific advances that continue to diversify our R&D pipeline, a disciplined approach to expense management, and a strong balance sheet.

	​		​		​		​		​
​	​	​	​	​	​	​	​	​	​	​
	​		​	Full Year					​
	​	$ amounts in millions, except per share amounts			​		​		​
	​		​	2018	​	2017	​	Change	​
	​	Total Revenues	​	$22,561	​	$20,776	​	9%	​	​
	​	GAAP Diluted EPS (1)	​	3.03	​	0.61	​	393%	​
​	​	Non-GAAP Diluted EPS (2)	​	3.98	​	3.01	​	32%	​	​
​	​​	​	​​	​	​​	​	​​	​	​​	​

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(1)

The increase in GAAP EPS in 2018 was primarily due to 2017 tax charges attributed to tax reform. After excluding the impact of tax reform and other specified items due to their significant and/or unusual nature, the increase in non-GAAP EPS in 2018 was primarily due to higher revenues. The exclusion of such specified items for 2018 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, 2018.

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              Our overall philosophy to create sustainable shareholder value is primarily focused on strong year-to-year financial and operational performance and on the development and advancement of our pipeline over the long-term. Our strong performance in 2018 continued to deliver on our strategy and positions us well for potential growth opportunities that will create sustainable long-term shareholder value. Our acquisition of Celgene will position us to create a leading biopharma company, with best-in-class franchises, significant near-term launch opportunities and a deep and broad pipeline, creating an even stronger foundation for long-term sustainable growth.

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Director Nominees

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
				Name		Occupation		Independent		Committee Memberships*		Other Public Company Boards
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​				Giovanni Caforio, M.D. Chairman of the Board Age: 54 Director Since: 2014		Chairman of the Board and Chief Executive Officer		No		​		0		​
				Vicki L. Sato, Ph.D. Lead Independent Director Age: 70 Director Since: 2006		Independent Chairman of the Board, Denali Therapeutics, Inc.; Former Professor of Management Practice and Molecular and Cell Biology at Harvard University		Yes		CDCG (c); S&T		3
​				Peter J. Arduini Age: 54 Director Since: 2016		President and Chief Executive Officer of Integra LifeSciences Holdings Corporation		Yes		Audit; CMDC		1		​
				Robert Bertolini Age: 57 Director Since: 2017		Former President and Chief Financial Officer, Bausch & Lomb Incorporated; Former Chief Financial Officer, Schering Plough Corporation		Yes		Audit (c); CDCG		2
​				Matthew W. Emmens Age: 67 Director Since: 2017		Former Chairman and Chief Executive Officer, Shire PLC; Former Chairman, President and Chief Executive Officer, Vertex Pharmaceuticals Incorporated; Former Chief Executive Officer, Astra Merck		Yes		CMDC; S&T		0		​
				Michael Grobstein Age: 76 Director Since: 2007		Former Vice Chairman, Ernst & Young LLP		Yes		Audit; CMDC (c)		0
​				Alan J. Lacy Age: 65 Director Since: 2008		Trustee, Fidelity Funds; Former Non-Executive Chairman, Dave & Buster's Entertainment, Inc.		Yes		Audit; CDCG		0		​
				Dinesh C. Paliwal Age: 61 Director Since: 2013		President and Chief Executive Officer, Harman International, a wholly-owned subsidiary of Samsung Electronics Co., Ltd		Yes		CDCG; CMDC		2
​				Theodore R. Samuels Age: 64 Director Since: 2017		Former President, Capital Guardian Trust Company		Yes		Audit; CDCG		2		​
				Gerald L. Storch Age: 62 Director Since: 2012		Chief Executive Officer, Storch Advisors; Former Vice Chairman, Target; Former Chairman and Chief Executive Officer; Toys "R" Us; Former Principal, McKinsey & Company		Yes		Audit; CMDC		0
​				Karen H. Vousden, Ph.D. Age: 61 Director Since: 2018		Chief Scientist, Cancer Research UK; Former Chief Executive Officer, Beatson Institute for Cancer Research		Yes		CMDC; S&T (c)		0		​

		*		Committee memberships listed as of the date of the 2019		Audit:		Audit Committee
				Annual Meeting		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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ITEM 1—ELECTION OF DIRECTORS

              Our Board of Directors has nominated 11 current directors, Peter J. Arduini, Robert Bertolini, Giovanni Caforio, M.D., Matthew W. Emmens, Michael Grobstein, Alan J. Lacy, Dinesh C. Paliwal, Theodore R. Samuels, Vicki L. Sato, Ph.D., Gerald L. Storch and Karen H. Vousden, Ph.D., to serve as directors of Bristol-Myers Squibb. The directors will hold office from election until the 2020 Annual Meeting.

Majority Vote Standard and Mandatory Resignation Policy

              A majority of the votes cast is required to elect directors. Any current director who does not receive a majority of votes cast must tender his or her resignation as a director within 10 business days after the certification of the shareholder vote. The Committee on Directors and Corporate Governance, without participation by any director tendering his or her resignation, will consider the resignation offer and recommend to the Board whether to accept it. The Board, without participation by any director tendering his or her resignation, will act on the Committee's recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. We will promptly disclose the Board's decision and the reasons for that decision in a broadly disseminated press release that will also be furnished to the U.S. Securities and Exchange Commission (SEC) on Form 8-K. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.

Criteria for Board Membership

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

All Director Nominees Possess:

Director Orientation and Continuing Education

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

Director Independence

              Our Corporate Governance Guidelines provide that a substantial majority of Board members be independent from management, and the Board has adopted independence standards that meet the listing standards of the New York Stock Exchange. Our Board has determined that, except for Giovanni Caforio, M.D. who is our Chief Executive Officer, each of our directors and each director nominee for election at this Annual Meeting is independent of Bristol-Myers Squibb and its management.

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Process for Determining Independence

              In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of director independence. In February 2019, 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):

•

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



•

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



•

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

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

Director Succession Planning and Identification of Board Candidates

Regular Assessment of our Board Composition

              The Committee on Directors and Corporate Governance regularly assesses the appropriate size and composition of our Board. This assessment incorporates the results of the Board's annual evaluation process, which was recently enhanced in 2017 as described more fully under "Annual Evaluation Process" beginning on page 21. The Committee also considers succession planning for its directors.

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Shareholder Nominations for Director

              The Committee on Directors and Corporate Governance considers and evaluates shareholder recommendations of nominees for election to our Board of Directors in the same manner as other director nominees. Shareholder recommendations must be accompanied by disclosure, including written information about the recommended nominee's business experience and background with consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, he or she will serve as a director. Shareholders should send their written recommendations of nominees accompanied by the required documents to: Bristol-Myers Squibb Company, 430 East 29^th Street—14^th Floor, New York, New York 10016, Attention: Corporate Secretary.

Proxy Access Shareholder Right

              Following extensive engagement with our shareholders, our Board determined to adopt proxy access in 2016, permitting a shareholder or group of up to 20 shareholders holding 3% of our outstanding shares of common stock for at least three years to nominate a number of directors constituting the greater of two directors or 20% of the number of directors on our Board, as set forth in detail in our Bylaws. If you wish to propose any action pursuant to our proxy access bylaw provision, you must deliver a notice to BMS containing certain information set forth in our Bylaws, not less than 120 but not more than 150 days before the anniversary of the prior year's filing of the proxy materials. For our 2020 Annual Meeting, we must receive this notice between December 2, 2019 and January 1, 2020. Shareholders should send their notices to: Bristol-Myers Squibb Company, 430 East 29th Street—14^th Floor, New York, New York 10016, Attention: Corporate Secretary.

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2019 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.

	​	Giovanni Caforio, M.D.
	​		​
Chairman and Chief Executive Officer of the Company DIRECTOR SINCE: 2014 AGE: 54 OTHER CURRENT PUBLIC BOARDS: None	​	Chairman of the Board since May 2017 and Chief Executive Officer of Bristol-Myers Squibb since May 2015. He was Chief Operating Officer from June 2014 until May 2015 and was Executive Vice President and Chief Commercial Officer from November 2013 until June 2014. From October 2011 until November 2013, he served as President, U.S. He held the position of Senior Vice President, Global Commercialization and Immunology from May 2010 until October 2011. Previously, he served as Senior Vice President, Oncology, U.S. and Global Commercialization from March 2009 until May 2010. From January 2007 until March 2009 he served as Senior Vice President, U.S. Oncology, and from May 2004 until January 2007, he served as Senior Vice President, European Marketing and Brand Commercialization. He is a member of the Board of Trustees of Hun School of Princeton, and a member of Business Roundtable, CEO Roundtable on Cancer, the Pharmaceutical Research and Manufacturers of America and The Prium.	​	​KEY SKILLS & EXPERIENCE: Dr. Caforio brings over 30 years of pharmaceutical industry experience, including more than 18 years at the company. He has overseen the creation of a fully integrated worldwide commercial organization as part of our evolution into a diversified specialty biopharmaceutical company. A physician by training, Dr. Caforio has worked across many businesses within the company, in Europe and in 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.

	​	Vicki L. Sato, PH.D.
	​		​
Lead Independent Director DIRECTOR SINCE: 2006 AGE: 70 BOARD COMMITTEES: • Committee on Directors and Corporate Governance (Chair) • Science & Technology Committee OTHER CURRENT PUBLIC BOARDS: • Denali Therapeutics, Inc. • BorgWarner, Inc. • Syros Pharmaceuticals	​	Dr. Sato serves as the independent Chairman of the Board of Denali Therapeutics, Inc. Retired in 2005 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. She 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. She previously served as a professor of management practice at the Harvard Business School from July 2005 until June 2017. From July 2005 until October 2014 she served as professor of the practice of molecular and cell biology at Harvard University. She serves as Chairman of VIR Biotechnology, Inc. She serves as Co-Chair on the Task Force on Science and Engineering at Harvard University and Co-Chair on the Advisory Council of LifeSci NYC. During the last five years, Dr. Sato was a Director of PerkinElmer Corporation.	​	​KEY SKILLS & EXPERIENCE: Dr. Sato has more than 30 years of extensive and distinctive experience in business, academia and science. She 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 a member of our Science & Technology Committee. Her experience serving on the Board of other healthcare companies and her knowledge and keen understanding of the issues facing public companies, in particular healthcare companies, position her well to serve as our Lead Independent Director.

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	​	Peter J. Arduini
	​		​
DIRECTOR SINCE: 2016 AGE: 54 BOARD COMMITTEES: • Audit Committee • Compensation and Management Development Committee OTHER CURRENT PUBLIC BOARDS: • Integra LifeSciences Holding Corporation	​	President and Chief Executive Officer at 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 until 2010. Prior to joining Baxter, he 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. He also serves on the Board of Trustees of Susquehanna University.	​	​KEY SKILLS & 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, his 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 and our Compensation and Management Development Committee.

	​	Robert Bertolini
	​		​
DIRECTOR SINCE: 2017 AGE: 57 BOARD COMMITTEES: • Audit Committee (Chair) • Committee on Directors and Corporate Governance OTHER CURRENT PUBLIC BOARDS: • Charles River Laboratories International, Inc. • Idorsia Ltd.	​	Served as President and Chief Financial Officer of Bausch & Lomb Incorporated from February 2013 until August 2013 (until its acquisition by Valeant Pharmaceuticals). Previously, he served as Executive Vice President and Chief Financial Officer at Schering-Plough Corp. from November 2003 until November 2009 (through its merger with Merck & Co.) with responsibility for tax, accounting and financial asset management. Prior to joining Schering-Plough, Mr. Bertolini spent 20 years at PricewaterhouseCoopers LLP, ultimately leading its global pharmaceutical industry practice.	​	​KEY SKILLS & EXPERIENCE: Mr. Bertolini brings to the Board extensive expertise in our industry, particularly in building world-class finance and information technology functions and in leading business development and strategy. In addition, as a former chief financial officer who also has over 20 years experience at a major auditing firm, he has extensive knowledge and background related to accounting and financial reporting rules and regulations as well as the evaluation of financial results, internal controls and business processes and this 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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	​	Matthew W. Emmens
	​		​
DIRECTOR SINCE: 2017 AGE: 67 BOARD COMMITTEES: • Compensation and Management Development Committee • Science & Technology Committee OTHER CURRENT PUBLIC BOARDS: None	​	Served as Chief Executive Officer of Shire PLC from 2003 until 2008 and Chairman of the Board from 2008 until 2014. He also served as a Director of Vertex Pharmaceuticals Incorporated from 2004 until 2009, Chairman, President and Chief Executive Officer from 2009 until 2012 and Director from 2012 until 2013. Mr. Emmens served as President, Worldwide Pharmaceuticals of Merck KGaA from 1999 until 2003, as Chief Executive Officer, Commercial Operations of Astra Merck Inc. from 1992 until 1999 and in Sales, Marketing and Administration positions for Merck & Co., Inc. from 1974 until 1991.	​	​KEY SKILLS & EXPERIENCE: With over 40 years in the biopharmaceutical industry, Mr. Emmens brings to the Board significant expertise in management, business development, business and operations, particularly with respect to strategy and team effectiveness. Mr. Emmens' strong leadership qualities and industry knowledge position him well to provide valuable insights to both management and his fellow Board members on issues facing our company and to serve as a member of our Compensation and Management Development Committee and a member of our Science and Technology Committee.

	​	Michael Grobstein
	​		​
DIRECTOR SINCE: 2007 AGE: 76* BOARD COMMITTEES: • Compensation and Management Development Committee (Chair) • Audit Committee OTHER CURRENT PUBLIC BOARDS: None	​	Retired as Vice Chairman of Ernst & Young LLP, an independent registered public accounting firm. He worked with Ernst & Young from 1964 until 1998, and was admitted as a partner in 1975. Mr. Grobstein served as a Vice Chairman—International Operations from 1993 until 1998, as Vice Chairman—Planning, Marketing and Industry Services from 1987 until 1993, and as Vice Chairman—Accounting and Auditing Services from 1984 until 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. During the last five years, Mr. Grobstein was a Director of Mead Johnson Nutrition Company and Given Imaging Ltd.	​	​KEY SKILLS & EXPERIENCE: With over 30 years of experience at a major auditing firm, and 20 years as a director of public companies with global operations, 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.

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	​	Alan J. Lacy
	​		​
DIRECTOR SINCE: 2008 AGE: 65 BOARD COMMITTEES: • Committee on Directors and Corporate Governance • Audit Committee OTHER CURRENT PUBLIC BOARDS: None	​	Served as the Non-Executive Chairman of Dave & Buster's Entertainment Inc. from 2014 until 2017. He served as the Vice 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 until 2005. Mr. Lacy also served as Vice Chairman of Sears Holdings Corporation from 2005 until 2006. Mr. Lacy served as Senior Advisor to Oak Hill Capital Partners, L.P., a private equity investment firm, from 2007 until 2014. He is a 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. During the last five years, Mr. Lacy was a Director of The Hillman Companies.	​	​KEY SKILLS & 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 a member of our Audit Committee and our Committee on Directors and Corporate Governance.

	​	Dinesh C. Paliwal
	​		​
DIRECTOR SINCE: 2013 AGE: 61 BOARD COMMITTEES: • Committee on Directors and Corporate Governance • Compensation and Management Development Committee OTHER CURRENT PUBLIC BOARDS: • Nestlé S.A. • Raytheon Company	​	Served as President and Chief Executive Officer at Harman International, the connected technologies company for automotive, consumer and enterprise markets since 2007. Mr. Paliwal also served as Chairman of the Harman Board of Directors from July 2008 until March 2017 until its acquisition by Samsung Electronics Co., Ltd. Today, Harman operates as a wholly-owned subsidiary of Samsung. 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. He 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 until December 2005. Mr. Paliwal is a member of the CEO Business Roundtable and the advisory board of the Woodrow Wilson Center. He also serves on the Boards of Directors of the Business Advisory Council of Farmer School of Business, Miami University of Ohio and the U.S. Indian Business Council. During the last five years, Mr. Paliwal was a Director of ADT Corporation.	​	​KEY SKILLS & 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 multi-national 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 experience and his prior service on Boards of other public companies position him well to serve as a member of our Committee on Directors and Corporate Governance and our Compensation and Management Development Committee.

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	​	Theodore R. Samuels
	​		​
DIRECTOR SINCE: 2017 AGE: 64 BOARD COMMITTEES: • Committee on Directors and Corporate Governance • Audit Committee OTHER CURRENT PUBLIC BOARDS: • Perrigo Company, PLC • Stamps.com	​	Served with Capital Group Companies from 1981 until 2016. He was President of the Capital Guardian Trust Company from 2010 until 2016 and was the Capital Group representative for Focusing Capital on the Long Term from 2014 until 2015. He was a portfolio manager from 1990 until 2016, and while at Capital Group, he served on numerous management and investment committees. He also served as a board member of Capital Group Foundation and as Chair of Capital Group Foundation Investment Committee and the Capital International (North America) Proxy Committee. Mr. Samuels served on the Capital Group Finance Committee from 2013 until 2016 and previously served on the Capital Group Board and the Capital Group Audit Committee. He also serves as Co-chair of Tuft's President's Council and the Harvard West Coast Council. Mr. Samuels is a Director of Children's Hospital Los Angeles, where he served as Co-chair of the Board of Trustees from 2012 until 2015, the Edward Mallinckrodt, Jr. Foundation and The Fund for Partnership for Success!, where he also serves as an advisor. He is also a trustee of the John Burroughs School.	​	​KEY SKILLS & EXPERIENCE: With over 35 years in the financial industry, Mr. Samuels brings to the Board extensive business and operational experience, particularly with respect to economics and investment decision making. His experience and the investor perspective he brings to the Board position him well to serve as a member of our Audit Committee and our Committee on Directors and Corporate Governance.

	​	Gerald L. Storch
	​		​
DIRECTOR SINCE: 2012 AGE: 62 BOARD COMMITTEES: • Compensation and Management Development Committee • Audit Committee OTHER CURRENT PUBLIC BOARDS: None	​	Has served as Chief Executive Officer of Storch Advisors since November 2017, a position he had also held from November 2013 until January 2015. He served as Chief Executive Officer of Hudson's Bay Company from January 2015 until November 2017, a leading owner and operator of department stores, including Saks Fifth Avenue, Lord & Taylor, Hudson's Bay Department Stores, Home Outfitters, Sakes OFF 5th, Kaufhof, Inno and the e-commerce business Gilt. He also served as Chairman of Toys "R" Us, Inc. from February 2006 until November 2013 and Chief Executive Officer of Toys "R" Us from February 2006 until 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. During the last five years, Mr. Storch was a Director of Supervalu, Inc.	​	​KEY SKILLS & 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 multi-national 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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	​	Karen H. Vousden, Ph.D.
	​		​
DIRECTOR SINCE: 2018 AGE: 61 BOARD COMMITTEES: • Science & Technology Committee (Chair) • Compensation and Management Development Committee OTHER CURRENT PUBLIC BOARDS: None	​	Dr. Vousden has been a Senior Group Leader at the Francis Crick Institute in London since February 2017 and Chief Scientist of Cancer Research UK since July 2016. From 2002 until 2016 she served as the Director of the Cancer Research—UK (CRUK) Beatson Institute in Glasgow, prior to which she held leadership roles at the National Cancer Institute in Maryland from 1995 until 2002. She serves as a member of the Science Advisory Board of Oncode Institute, the Gurdon Institute, The Netherlands Cancer Institute, University Cancer Center Frankfurt, Grail, Inc., Ludwig Institute for Cancer Research, PMV Pharma, Raze Therapeutics and Swiss Institute for Experimental Cancer Research. Dr. Vousden is a Council member of the European Molecular Biology Organization and President of the British Association of Cancer Research. She is also a Fellow of the Royal Society and a Foreign Associate of the National Academy of Sciences.	​	​KEY SKILLS & EXPERIENCE: With over 30 years of experience leading ground-breaking cancer research, Dr. Vousden brings to the Board important perspective and knowledge on a variety of healthcare related issues, including the inherent challenges facing our R&D organization in discovering and developing new medicines. Her strong background in research and development, expertise in oncology, experience with international healthcare systems and extensive experience in the medical field position her well to serve as Chair of our Science and Technology 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 has dedicated significant consideration to our leadership structure, particularly in connection with the election of Dr. Caforio as the Chairman of the Board at the 2017 Annual Meeting. The Board's analysis of our leadership structure took into account many factors, including the specific needs of the Board and the company, the strong role of our Lead Independent Director, our Corporate Governance Guidelines (including our governance practices that provide for independent oversight of management), the acquisition of Celgene and integration of Celgene businesses into our company, the challenges specific to our company, and the best interests of our shareholders. After thoughtful and rigorous consideration, the Board determined that combining the Chairman and Chief Executive Officer positions and electing Dr. Caforio as the Chairman of the Board continues to be in the best interest of the company and our shareholders and is the best leadership for the company and its shareholders at this time. Specifically, our Board believes that to have Dr. Caforio serve in the combined role of Chairman and Chief Executive Officer confers distinct advantages at this time, including:

•

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



•

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



•

the structure allows for efficient decision making and focused accountability.

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

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

              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 a company.

              The Board plays a critical role in the determination of the types and appropriate levels of risk undertaken by the company.

•

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.

•

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. This was especially true in 2018. The Board was consistently involved and met 8 times between June 2018 and January 2019 to discuss the merits and risk of the opportunity to acquire Celgene.

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Dedicated to oversight of risk management:  Our Board is responsible for risk oversight as part of its fiduciary duty of care to monitor business operations effectively.

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              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:

              In addition, the Board has formed two ad hoc committees in 2019 in connection with the Celgene acquisition for additional oversight over the financing transactions and related matters (by the Board Finance Committee) and the integration (by the Celgene Integration Committee). A summary of each Committee's general responsibilities as well as the Committee members is noted below:

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Risk Assessment of Compensation Policies and Practices

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

Annual Evaluation Process

              Our Board recognizes the critical role Board and Committee evaluations play in ensuring the effective functioning of our Board. It also believes in the importance of continuously improving the functioning of our Board and committees. Under the leadership and guidance of our Lead Independent Director, the Committee on Directors and Corporate Governance continuously assesses the Board evaluation process. In 2017, following discussions with and input from the full Board of Directors, the Committee enhanced the Board assessment process to include a written questionnaire. The formal 2018 Board and Committee evaluation processes were as follows:

•

Board:  Directors completed a written questionnaire on an unattributed basis responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, and Committee effectiveness. The robust feedback and comments from the directors were anonymously compiled and then were presented by the Chairman and the Lead Independent Director to the full Board for discussion and action. The 2018 Board evaluation was completed in February 2019.



•

Committees:  Committee chairs selected a list of topics for their respective committees to evaluate and discuss, covering both substantive and process-oriented aspects of committee performance. The list of discussion topics for each committee was distributed to committee members in advance for consideration. Committee chairs led discussions in executive session of their respective committees. Committee chairs then reported to the full Board the results of their respective committee's evaluation and any follow-up actions. The 2018 Committee evaluations were completed in the beginning of 2019 and reported to the Board in February 2019.

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

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Responsiveness to Shareholder Feedback

              Through our outreach efforts, we actively solicited feedback from shareholders and offered additional insights on shareholder proposals that were included in our most recent proxy statements, including those related to drug pricing and executive compensation and the threshold to call special shareholder meetings. The results of these discussions are noted below:

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 2018, the Board met 10 times. The average aggregate attendance of directors at Board and committee meetings was over 98%. No director attended fewer than 75% of the aggregate number of Board and committee meetings during the period he or she served, except for Dr. Baselga who resigned from the Board in September 2018. In addition, our independent directors met 9 times during 2018 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 2018 nominees for director attended our 2018 Annual Meeting of Shareholders.

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Committees of our Board

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

              The table below indicates the current members of our standing Board Committees and the number of meetings held in 2018:

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              The following descriptions reflect each standing Board Committee's membership and Chair effective as of May 29, 2019.

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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.

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              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 "Governance Committee").



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



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



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



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



•

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



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

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

•

Certain of our retirement plans use BlackRock and its affiliates to provide investment management services. In connection with these services, we paid BlackRock approximately $1.1 million in fees during 2018.



•

Certain of our retirement plans use Wellington and its affiliates to provide investment management services. In connection with these services, we paid Wellington approximately $1.2 million in fees during 2018.



•

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 $488,012 in fees during 2018.

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

              Dr. José Baselga resigned from the Board in September 2018. Before this, he served as Physician-in-Chief of Memorial Sloan-Kettering Cancer Center (MSKCC) from January 2013 until September 2018. The company has made both business and charitable payments to MSKCC for many years, including for research studies and grants led by principal investigators affiliated with the hospital. The company paid MSKCC approximately $8.2 million in 2018, which accounted for less than 2% of MSKCC's revenues for the 2018 fiscal year.

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.

Global Corporate Citizenship & Sustainability

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

•

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



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

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



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



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

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

Responsible Drug Pricing Strategy & Transparency

              Our Commitment

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

              At Bristol-Myers Squibb, we believe in the value our medicines bring to patients and society and our role in transforming care to help patients live longer, healthier and more productive lives. We focus on medicines that meaningfully change patient outcomes and improve quality of life, and over the last 30 years, we have made significant contributions in areas such as HIV, hepatitis, cardiovascular disease and, most recently, immuno-oncology. Many of our medicines are breakthroughs in innovation, truly differentiated medicines that have changed the standard of care and help patients live longer and healthier lives. For example, in melanoma, prior to the availability of immuno-oncology treatment options, 25% of patients diagnosed with metastatic melanoma survived 1 year. This increased to 74% with immuno-oncology therapies. We are making real progress towards the goal of shifting cancer from a death sentence to a chronic disease that can be managed and controlled. Collectively, we have delivered eight (8) new products in the past eight (8) years, including 14 major market approvals in 2018. These breakthrough medicines are possible because of our consistent investment in research and development. Over the last several years, we have emerged as an industry leader in R&D investment, investing approximately $6 billion annually, roughly 30% of our revenue. Therefore, our goal is to ensure access to currently approved medicines while continuing to fuel the development of medicines for the future.

              Governance/Transparency

              We take a thoughtful approach to pricing our products and have internal processes and controls in place to ensure that pricing decisions are thoroughly and appropriately vetted prior to implementation with involvement from the highest levels of management. This process includes routine presentations to the Board on drug pricing strategies. In addition, on balance, over the last few years, our revenue growth has been primarily attributable to increased volume arising from increased demand for our products rather than price increases. We have and continue to disclose in our annual report on Form 10-K and our quarterly reports on Form 10-Q, the average net selling price increase for our products. Our average net selling price increase for 2015, 2016, 2017 and 2018 was approximately, 3%, 5%, 2% and 0%, respectively. We believe we have the appropriate governance mechanisms and internal controls and processes in place to ensure that pricing decisions are made in line with our values and commitment.

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

              Access/Regulatory Reform

              We remain committed to working with policymakers, thought leaders, patient advocates and other stakeholders to shape a comprehensive system that provides accessible and affordable health care with the goal of achieving universal coverage and quality patient care, while continuing to fuel innovation. We support efforts to make medicines more affordable, from access assistance to innovative ways to address costs more directly. Individuals who cannot afford our medicines and have no other means of coverage, public or private, may be eligible to be provided with our medicines, at no charge, through a number of programs, including various independent charitable organizations, including the Bristol-Myers Squibb Patient Assistance Program Foundation, Inc. (an independent 501(c)(3) charitable organization) and other company sponsored patient assistance programs. We estimate that in 2018 alone, we provided more than $1.2 billion worth of medicines to more than 98,000 patients in the United States at no cost to these patients.

              Increasing access to patients is one of our 2020 Sustainability Goals. In addition to our patient assistance programs in the U.S. and outside of the U.S., we have different mechanisms of patient assistance programs, rebates and co-pay assistance programs in each country. For example, we support the use of tiered pricing between distinct groups of countries, in instances of disproportionate disease impact. For instance, for over a decade, Bristol-Myers Squibb has maintained a policy of tiered pricing and voluntary licensing for our HIV and HCV medicines in an attempt to reduce barriers that delay broad and accelerated access to treatment for patients around the world. In addition, as part of our commitment to helping patients prevail over serious diseases, we also drive and support a number of programs designed to build capacity, raise patient awareness, including prevention and diagnosis and access to treatment and care. Several examples are: SECURE THE FUTURE; Delivering Hope; and the U.S. Patient Assistance Program.

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

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 to Bristol-Myers Squibb Company, 430 East 29th Street—14^th Floor, New York, New York 10016, Attention: Corporate Secretary.

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

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

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Compensation of Directors

Director Compensation Program

              We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance annually reviews our directors' compensation practices, including a review of the director compensation programs at our executive compensation peer group. Furthermore, for 2018 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 further changes to the director compensation program for service as a director in 2018. The Committee previously determined, in light of the fact that our director compensation program has been unchanged since 2016, and was between the 25^th percentile and median of our peer group, among other reasons, to increase the annual equity award for service as a director for 2018 by $15,000. The Committee submitted its recommendations for director compensation to the full Board for approval. Our employee directors do not receive any additional compensation for serving as directors.

              The Committee believes the total compensation package for directors we offered in 2018 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 2018, non-management directors who served for the entirety of 2018 received: