Bristol-Myers Squibb Company (BMY) Proxy filing summary

Executive summary

• Achieved $48.2B in total revenues for 2025, with strong growth in the portfolio and key business development activities, including the acquisition of Orbital Therapeutics and a strategic collaboration with BioNTech.

• Secured 18 regulatory approvals across the U.S., E.U., Japan, and China, and advanced over 25 early-stage assets in the pipeline.

• Notable product approvals include Breyanzi for marginal zone lymphoma and CAMZYOS for OHCM in Japan.

• Increased quarterly dividend by 3.3% for 2025, marking the 16th consecutive year of annual increases.

• Forward-looking statements highlight ongoing focus on innovation, operational excellence, and capital allocation for long-term growth.

Voting matters and shareholder proposals

• Board recommends voting FOR the election of directors, advisory say-on-pay, approval of the 2026 Stock Award and Incentive Plan, and ratification of the independent auditor.

• Board recommends voting AGAINST a shareholder proposal requiring the Board Chair to be an independent director, citing robust existing governance and flexibility needs.

• The 2026 Stock Award and Incentive Plan is designed to attract, retain, and motivate talent, closely aligning compensation with shareholder interests.

Board of directors and corporate governance

• Annual election of directors with a majority voting standard and regular performance reviews for the board and committees.

• Lead Independent Director has a robust role, including agenda approval, presiding over independent sessions, and direct shareholder engagement.

• Board nominees bring diverse backgrounds in leadership, healthcare, science, finance, and international business, with a mix of tenures and ages.

• Proxy access, ability to call special meetings, and no supermajority voting provisions for common stockholders.