SEC Form DEFA14A filed by Bristol-Myers Squibb Company
$BMY
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Bristol-Myers Squibb Company
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Proxy Season Update April 2026

2 Our Mission To discover, develop and deliver innovative medicines
that help patients prevail over serious diseases Our Vision To be the world's leading biopharma company that transforms patients' lives through science Our
Values Innovation Passion Inclusion Accountability Integrity Urgency

Building a company that is financially strong and delivers
industry-leading sustainable growth into the 2030s and beyond. 3 Continued Pipeline Progress 18 Approvals in the U.S., E.U., Japan & China 13 Submissions to the FDA and other markets 10 IND/CTA
approvals 25+ Early-stage assets In 2025, our Clinical and Regulatory Achievements Included: Achieved U.S. approval as the first and only CAR-T cell therapy for adults with relapsed or refractory marginal zone lymphoma
Achieved E.U. approval for adults with relapsed or refractory mantle cell lymphoma Achieved U.S. and E.U approval for first-line treatment of adult patients with unresectable or advanced HCC Achieved approval in Japan for the
treatment of oHCM Achieved E.U. approval for the subcutaneous formulation of nivolumab across most previously approved adult, solid tumor Opdivo indications Highlights from the year include:

Delivering Sustainable Growth & Innovation 4 * Growth Portfolio
includes: Opdivo® (nivolumab), Opdivo QvantigTM (nivolumab and hyaluronidase-nvhy), Orencia® (abatacept), Yervoy® (ipilimumab), Reblozyl® (luspatercept-aamt), Breyanzi® (lisocabtagene maraleucel), Opdualag® (nivolumab and
relatlimab-rmbw), Camzyos® (mavacamten), Zeposia® (ozanimod), Abecma® (idecabtagene vicleucel), Sotyktu® (deucravacitinib), Krazati®, CobenfyTM (xanomeline and trospium chloride), and other growth products, including AugtyroTM
(repotrectinib), Onureg® (azacitidine), Inrebic® (fedratinib), Empliciti® (elotuzumab), and Nulojix® (belatacept), and royalty revenue, including royalties received from Merck on Winrevair. ** Legacy Portfolio includes Eliquis®
(apixaban), Revlimid® (lenalidomide), Pomalyst®/Imnovid® (pomalidomide), Sprycel® (dasatinib), Abraxane® (paclitaxel protein-bound particles for injectable suspension) (albumin-bound), and Mature and other products. † GAAP and
non-GAAP diluted EPS include the net impact of Acquired IPRD charges and licensing income of ($1.40) in 2025. A reconciliation of GAAP to non-GAAP measures can be found on our website at bms.com. See “Quarterly package of financial
Information” available on bms.com/investors for information on the list of specified items excluded from non-GAAP EPS. $48.2B Total Revenues in 2025 Strong Commercial
Performance $26.4B $21.8B Growth Portfolio* net sales compared to $22.6B in 2024 Legacy Portfolio** net sales compared to $25.7B in
2024 $3.46 $6.15 GAAP diluted EPS† Non-GAAP diluted EPS† (>200%) versus 2024 In 2025, Completed Key Business Development
Including: Acquisition of Orbital Therapeutics Global Strategic Collaboration Agreement with BioNTech Balanced Capital Allocation Strategy $14.2B 3.3% cash flow from
operating activities quarterly dividend increase for 2025 $10.9B 16th debt repayment consecutive year of annual increase

Committed to Sound Corporate Governance 5 Board Accountability and
Shareholder Rights Regular shareholder engagement Annual election of Directors Majority voting standard for election of Directors Robust Lead Independent Director role Annual performance reviews for the board and committees,
and individual directors Limit on total public company board memberships for BMS Directors (4) Limit on total public company board memberships for sitting CEO (2) Proxy access shareholder right Ability to call special meetings
(15%) Extensive Related Party Transaction policies and procedures No supermajority voting provisions for common stockholders No stockholder rights plan Semi-annual political contributions disclosures

Robust Role of Lead Independent Director 6 Serving as liaison
between the independent Directors and the Board Chair and Chief Executive Officer Reviewing and approving meeting agendas and sufficiency of time Calling meetings of the independent Directors Presiding at all meetings of the
independent Directors and any Board meeting when the Board Chair and Chief Executive Officer is not present, including executive sessions of the independent Directors Engaging with major shareholders, as appropriate Approving the
quality, quantity and timeliness of information sent to the Board Serving a key role in Board and Chief Executive Officer evaluations Responding directly to shareholder and stakeholder questions, as appropriate Providing feedback
from executive sessions of the independent Directors to the Board Chair and Chief Executive Officer and other senior management Recommending advisors and consultants

Christopher S. Boerner, Ph.D. Theodore R. Samuels Peter
J. Arduini Deepak L. Bhatt, M.D., M.P.H., M.B.A. Julia A. Haller, M.D. Manuel Hidalgo Medina, M.D., Ph.D. Board Chair & Chief Executive Officer of the Company Lead Independent Director (C) (C) (C) More than 20
years of experience in the biotechnology industry, including prior roles at Bristol Myers Squibb as Chief Commercialization Officer and Chief Operating Officer Retired President of Capital Guardian Trust Company President and
Chief Executive Officer at GE Healthcare Former President and CEO at Integra LifeSciences Holdings Corporation Director of Mount Sinai Fuster Heart Hospital and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at the
Icahn School of Medicine at Mount Sinai Chief Executive Officer and Ophthalmologist-in-Chief of Wills Eye Hospital Professor and Chair of the Dept. of Ophthalmology at Sidney Kimmel Medical College Professor of Medicine and
Co-Director of GI Cancer Center at NYU Grossman School of Medicine Director Since: 2023 Director Since: 2017 Director Since: 2016 Director Since: 2022 Director Since: 2019 Director Since: 2021 Michael R. McMullen Paula A.
Price Derica W. Rice Karen H. Vousden, Ph.D. Phyllis R. Yale (C) Former Chief Executive Officer of Agilent Technologies, Inc. Former Executive Vice President & CFO of Macy’s, Inc. Former Executive Vice President
and CFO of Ahold USA Former Chief Accounting Officer of CVS Caremark Former Executive Vice President of CVS Health and President, Pharmacy Benefits Management Business of CVS Caremark Former Executive Vice President of Global
Services and CFO of Eli Lilly and Company Principal Group Leader at the Francis Crick Institute in London Former Chief Scientist at Cancer Research UK, Former Director of Beatson Institute for Cancer Research UK Advisory Partner
with Bain & Co. Former Director of Blue Cross Blue Shield of Massachusetts Director Since: 2024 Director Since: 2020 Director Since: 2020 Director Since: 2018 Director Since: 2019 Audit Committee Committee on Directors
& Corporate Governance Compensation & Management Development Committee Science & Technology Committee (C) Committee Chair 2026 Board Nominees - Well-Equipped to Support Company Strategy 7

Our Board Nominees Have a Comprehensive Collection of Varied
Backgrounds, Industry Experiences & Personal Characteristics 8 Healthcare Experience in relevant areas within the healthcare industry, including science, manufacturing, regulatory compliance, payer dynamics, and working with
health care providers. Science/Technology/Innovation Relevant scientific expertise in the healthcare industry, and experience with technology and innovation, including the use of innovative technologies in the discovery,
development and delivery of medicines. Financial Experience in corporate finance and financial reporting and internal controls at a large organization. Risk Management Experience managing critical enterprise risks. Sales &
Marketing Experience in commercialization, digital advertising, marketing and brand development. International Experience leading a complex global organization or understanding different regulatory and commercial
requirements. Executive/Finance Leadership Experience serving as a CEO/CFO at a large or complex public or private company. Academia/Non-Profit Experience as professor, researcher or leader at a large university or non-profit
organization. Digital Experience or expertise managing or overseeing information technology, including related to the use of digital technologies, including artificial intelligence, to facilitate business objectives, cybersecurity
and data privacy. Key Skills & Experience Definitions Leadership Strategic Thinking Sound Business Judgment Integrity & Ethics All Directors possess these qualities:

Executive Compensation Supporting our Core Strategy 9 92% 80% of
target pay is performance-based and at risk of target pay delivered in long-term equity Incentives with three-year cliff vesting 85% 70% of average NEO target pay is performance-based and at risk of average NEO target
pay delivered in long-term equity incentives with three-year cliff vesting Executive Compensation Philosophy & Principles Competitive Compensation Attracts, retains, and incentivizes talented executives capable of leading
our business in a highly complex and competitive environment Pay for Performance A substantial proportion of our executives’ pay is variable and at-risk based on operational, financial, strategic, and share price performance,
supporting alignment over the long term between our executives and our shareholders Bristol Myers Squibb is an equal opportunity employer. The cornerstone of our compensation philosophy and program structure is aligning pay to the
achievement of both our short-term and long-term goals, engagement of our employees, the achievement of our mission and the delivery of value to our shareholders. As an organization, our priorities are to (i) focus on
transformational medicines where we have a competitive advantage, (ii) drive operational excellence, and (iii) strategically allocate capital for long-term growth and shareholder returns. Two Core Elements: (1) This chart excludes
Dr. Massacesi who was hired by the Company in August 2025, and Dr. Hirawat who departed the Company in November 2025. (1)

2025 Executive Compensation Program:Supporting Revenue Renewal and
Execution of Our Core Strategy1 10 Base Salary Based on specialized qualifications, experience and role impact, pay levels of comparable positions within peer group and competitive market Annual Incentive (Paid in
cash) Non-GAAP Operating Income Critical measure of annual profitability, aligning our employees with our shareholders No individual performance component to incentivize our senior executives as one team to deliver against our
most important objectives. Payout based solely on company performance. Growth Portfolio Revenue Foundation of long-term sustainable growth and competitive superiority Increases focus on strategic priority of revenue
renewal Pipeline Near-Term Growth Each designed to: Drive improved decision-making and operational rigor Ensure alignment with company’s portfolio Long-Term Growth Potential Qualitative Overlay Sustainability & Social
Impact Scorecard Aligned to our externally-stated commitments on sustainability and social impact Long-Term Incentive (Delivered in shares) Performance Share Units Reward the achievement of financial goals and further align
executive compensation with the interests of our shareholders — Non-GAAP Operating Income (25%), Growth Portfolio Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year
performance period. Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Non-GAAP Operating Margin (25%), Growth Portfolio Revenue (40%) and relative Total
Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. Market Share Units Reward stock price appreciation, inclusive of the value of dividends accumulated during the performance
period Important component of attracting specialized talent Reward creation of shareholder value Promote retention while maintaining pay-for-performance link Rewards stock price appreciation, inclusive of the value of dividends
accumulated during the performance period Important component of attracting specialized talent Rewards creation of incremental shareholder value Promotes retention while maintaining pay-for-performance link 1 As an organization,
our priorities are to (i) focus on transformational medicines where we have a competitive advantage, (ii) drive operational excellence, and (iii) strategically allocate capital for long-term growth and shareholder returns.

Executive Compensation Governance Practices 11 What We Do: What We
Do Not Do: 100% performance-based annual and long-term incentives X Provide guaranteed incentives Caps on the payouts under our annual and long-term incentive award programs X Allow speculative and hedging
transactions Robust share ownership and share retention guidelines X Allow pledging shares and holding them in a margin account Neutralize share buyback impact on share-denominated compensation metrics X Create the
potential for windfall gains Robust recoupment and clawback policies X Enter into employment contracts Proactive shareholder engagement X Re-price or backdate of equity awards “Double trigger” change-in-control
compensation arrangements X Provide unusual or excessive perquisites

12 2026 Bristol Myers Squibb Board recommendations: Management
Proposals Shareholder Proposal FOR Election of Directors AGAINST Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director FOR Advisory Vote to Approve the
Compensation of our Named Executive Officers FOR Vote to Approve the Company’s 2026 Stock Award and Incentive Plan FOR Ratification of the Appointment of an Independent Registered Public Accounting Firm The Board Values Your
Support at Our 2026 Annual Meeting

13 Accordingly, the Board of Directors unanimously recommends a vote
“FOR” this proposal. Management Proposal on the Approval of the Company’s 2026 Stock Award and Incentive Plan The 2026 Plan is an “omnibus” plan, authorizing a variety of equity award types as well as cash incentive awards. The
2026 Plan is similar in scope to our existing 2021 Stock Award and Incentive Plan. We intend that the 2026 Plan will replace the 2021 Plan. Our Board and Compensation and Management Development Committee seek shareholder approval
of the 2026 Plan so that awards under the Plan can help us: Attract, retain and motivate officers, employees, Directors, and other service providers to Bristol Myers Squibb and its subsidiaries and affiliates, Provide competitive
compensation opportunities, Reward achievement of our business goals, and Promote creation of long-term value for shareholders by closely aligning the interests of Plan participants with the interests of shareholders. The Board
and the Committee believe that awards linked to common stock and awards with terms tied to our performance provide incentives for the achievement of important performance objectives and promote the long-term success of Bristol Myers
Squibb. Therefore, the 2026 Plan is expected to be an integral part of our overall compensation program. The Board Values Your Support at Our 2026 Annual Meeting (cont.)

14 Accordingly, the Board of Directors unanimously recommends a vote
“AGAINST” this shareholder proposal. Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director The Board has carefully considered this proposal and believes the actions
requested are not in the best interests of the Company and its shareholders. Our Lead Independent Director role, as well as our other corporate governance practices, already provide the strong independent leadership and robust
management oversight requested by this proposal. Shareholder interests are best served when the Board has the flexibility to make leadership choices that reflect the Company’s needs and circumstances at any given time. Eliminating
this flexibility is unnecessarily rigid and would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Board Chair. In sum, the Board believes that its fiduciary duties are
best satisfied by retaining the flexibility to determine a leadership structure that serves the best interests of the Company and its shareholders at any given time and not restricting the Board’s ability to select the individual
best suited to serve as Board Chair. Given the current needs of the Company and the strong role of the Lead Independent Director, the Board believes that it continues to be in the best interests of the Company and its shareholders
to combine the roles of Board Chair and Chief Executive Officer. Shareholder proposals regarding this topic have been voted on at four of the last five Annual Meetings, and, in each instance, the proposal has failed to receive a
majority of shareholder support, with the most recent proposal garnering only 31.8% support among votes cast. The Board Values Your Support at Our 2026 Annual Meeting (cont.)

15 This presentation (as well as the oral statements made with
respect to information contained in this presentation) contains statements about Bristol-Myers Squibb Company’s (the “Company”) future financial results, plans, business development strategy, anticipated clinical trials results, and
regulatory approvals that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. All statements that are not statements of historical facts are,
or may be deemed to be, forward-looking statements. Actual results may differ materially from those expressed in, or implied by, these statements as a result of various factors, including, but not limited to: (i) new laws,
government actions, agreements and regulations, including with respect to pricing controls and market access and the imposition of new tariffs, trade restrictions and export regulations, including the potential for international
reference pricing and most-favored nation drug pricing for our products, (ii) our ability to obtain, protect and maintain market exclusivity rights and enforce patents and other intellectual property rights, (iii) our ability to
achieve expected clinical, regulatory and contractual milestones on expected timelines or at all, (iv) difficulties or delays in the development and commercialization of new products, (v) difficulties or delays in our clinical
trials and the manufacturing, distribution and sale of our products, (vi) adverse outcomes in legal or regulatory proceedings, (vii) risks relating to acquisitions, divestitures, alliances, joint ventures and other portfolio actions
and (viii) political and financial instability, including changes in general economic conditions. These and other important factors are discussed in the Company’s most recent annual report on Form 10-K and reports on Forms 10-Q and
8-K. These documents are available on the U.S. Securities and Exchange Commission’s website, on the Company’s website, or from the Company’s Investor Relations Department. No forward-looking statements can be guaranteed. In
addition, any forward-looking statements and clinical data included herein are presented only as of the date hereof. Except as otherwise required by applicable law, the Company undertakes no obligation to publicly update any of the
provided information, whether as a result of new information, future events, changed circumstances or otherwise. This presentation does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to
sell any securities. This presentation includes certain non-Generally Accepted Accounting Principles (“GAAP”) financial measures that we use to describe the Company’s performance. The non-GAAP financial measures are provided as
supplemental information and are presented because management has evaluated the Company’s financial results both including and excluding the adjusted items or the effects of foreign currency translation, as applicable, and believes
that the non-GAAP financial measures presented portray the results of the Company’s baseline performance, supplement or enhance management’s, analysts’ and investors’ overall understanding of the Company’s underlying financial
performance and trends and facilitate comparisons among current, past and future periods. This presentation also provides certain revenues and expenses or other financial measures excluding the impact of foreign exchange (“Ex-FX”).
We calculate foreign exchange impacts by converting our current-period local currency financial results using the prior period average currency rates and comparing these adjusted amounts to our current-period results. Ex-FX
financial measures are not accounted for according to GAAP because they remove the effects of currency movements from GAAP results. The non-GAAP information presented herein provides investors with additional useful information
but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such
other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. An explanation of these non-GAAP financial measures and a
reconciliation to the most directly comparable financial measure are provided with this presentation and available on our website at www.bms.com/investors. Forward Looking Statements and Non-GAAP Financial Information
