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TABLE OF CONTENTS Bristol Myers Squibb: The Story Who We Are: 2023 Director Nominees How We Are Selected and Elected Majority Vote Standard and Mandatory Resignation Policy Criteria for Board Membership Director Independence Director Succession Planning and Identification of Board Candidates Annual Evaluation Process How We Govern and Are Governed Active Board Oversight of Our Governance Board’s Role in Strategic Planning and Risk Oversight Risk Assessment of Compensation Policies and Practices Meetings of Our Board & Director Engagement Annual Meeting of Shareholders Codes of Conduct Related Party Transactions Disclosure Regarding Political Activities Environmental, Social, Governance & Sustainability Responsible Drug Pricing Strategy & Transparency How We Are Organized Board Leadership Structure Committees of Our Board How to Communicate With Us Written Communication Proactive Shareholder Engagement Responsiveness to Shareholder Feedback How We Are Paid Compensation of Directors Executive Compensation Message from the Chair of the Compensation and Management Development Committee Compensation Discussion and Analysis Business Overview Pay Program 2022 Named Executive Officers 2022 Business Results Inclusion & Diversity Goals and Health Equity Commitments Human Capital Management Executive Compensation Program Overview 2022 Compensation Program – Named Executive Officers Annual Incentive Plan Program Outcomes 2022 Individual Executive Performance Assessment 2022 Annual Incentive Award Payments 2022 Long-Term Incentive Program Grants 2022 Performance Share Unit Awards 2022 Market Share Unit Awards Compensation and Management Development Committee Report Tax Implications of Executive Compensation Program Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards at Fiscal Year-End Option Exercises and Stock Vesting Present Value of Accumulated Pension Benefits Non-Qualified Deferred Compensation Plan Post-Termination Benefits Termination of Employment Obligations (Excluding Vested Benefits) Pay Ratio Pay Versus Performance Items To Be Voted Upon Item 1—Election of the Board of Directors Item 2—Advisory Vote to Approve the Compensation of Our Named Executive Officers Item 3—Advisory Vote On the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers Equity Compensation Plan Information Item 4—Ratification of the Appointment of Independent Registered Public Accounting Firm Audit and Non-Audit Fees Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm Audit Committee Report Item 5—Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director Item 6—Shareholder Proposal on Workplace Non-Discrimination Audit Item 7—Shareholder Proposal on Special Shareholder Meeting Improvement Voting Securitiesand Principal Holders Common Stock Ownership by Directors and Executive Officers Principal Holders of Voting Securities Policy on Hedging and Pledging Other Matters Advance Notice Procedures 2024 Shareholder Proposals Compensation Committee Interlocks and Insider Participation Availability of Corporate Governance Documents Frequently Asked Questions Exhibit A Categorical Standards of Independence