Bristol-Myers Squibb Company (BMY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2026, and will be held virtually, with shareholders voting on key proposals including director elections, executive compensation, a new stock award plan, auditor ratification, and a shareholder proposal regarding board leadership structure.

• 2025 saw strong execution, with $48.2B in revenues, a 17% increase in the Growth Portfolio, and significant progress in R&D, including 18 regulatory approvals and several strategic business development deals.

• The company continued to invest in innovation, operational agility, and financial discipline, achieving a $10B debt paydown ahead of schedule and marking its 16th consecutive annual dividend increase.

• ESG and sustainability initiatives advanced, with expanded access to medicines in low- and middle-income countries, enhanced water stewardship, and a focus on health equity and workforce development.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, an advisory say-on-pay vote, approval of the 2026 Stock Award and Incentive Plan, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal to require an independent board chair.

• The board recommends voting for all management proposals and against the shareholder proposal for an independent board chair, citing the benefits of flexibility and the current leadership structure.

Board of directors and corporate governance

• The board consists of 11 nominees with diverse backgrounds, 10 of whom are independent, and includes a Lead Independent Director with robust oversight responsibilities.

• The board held 18 meetings in 2025, focusing on strategic planning, risk management, succession, and capital allocation.

• Regular board and committee evaluations are conducted, and shareholder engagement is prioritized, with feedback informing governance and strategy.