Bristol Myers Squibb Files Definitive Proxy Statement

Ticker: CELG-RI · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 14272

Bristol Myers Squibb Co DEF 14A Filing Summary
FieldDetail
CompanyBristol Myers Squibb Co (CELG-RI)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$45.0 billion, $9.3 billion, $1 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Bristol Myers Squibb, Annual Meeting, Corporate Governance

TL;DR

<b>Bristol Myers Squibb has filed its Definitive Proxy Statement for the upcoming Annual Meeting of Shareholders.</b>

AI Summary

BRISTOL MYERS SQUIBB CO (CELG-RI) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Bristol Myers Squibb Co. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing pertains to the Annual Meeting of Shareholders scheduled for May 7, 2024. Key sections include Director Nominees, Corporate Governance, and Executive Compensation. The document details the company's board leadership structure and committee compositions. It also outlines the company's approach to Environmental, Social, Governance (ESG) and sustainability.

Why It Matters

For investors and stakeholders tracking BRISTOL MYERS SQUIBB CO, this filing contains several important signals. This filing provides shareholders with crucial information regarding director nominations and corporate governance practices, enabling informed voting decisions. The proxy statement details the company's commitment to ESG and sustainability, reflecting increasing investor focus on these areas.

Risk Assessment

Risk Level: low — BRISTOL MYERS SQUIBB CO shows low risk based on this filing. The filing is a routine proxy statement, not indicating any immediate financial or operational distress.

Analyst Insight

Shareholders should review the director nominees and governance proposals to make informed voting decisions at the upcoming annual meeting.

Key Numbers

  • 2024-03-28 — Filing Date (DEF 14A)
  • 2024-05-07 — Report Date (DEF 14A)
  • 108 — Public Document Count (DEF 14A)
  • 220790350 — IRS Number (Company Data)

Key Players & Entities

  • BRISTOL MYERS SQUIBB CO (company) — Registrant
  • 2024-03-28 (date) — Filing Date
  • 2024-05-07 (date) — Report Period
  • 0001140361-24-016251 (filing_id) — Accession Number
  • 2834 (sic_code) — Standard Industrial Classification
  • DE (state) — State of Incorporation
  • NJ (state) — Business Address State
  • 6092524621 (phone) — Business Phone

FAQ

When did BRISTOL MYERS SQUIBB CO file this DEF 14A?

BRISTOL MYERS SQUIBB CO filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BRISTOL MYERS SQUIBB CO (CELG-RI).

Where can I read the original DEF 14A filing from BRISTOL MYERS SQUIBB CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BRISTOL MYERS SQUIBB CO.

What are the key takeaways from BRISTOL MYERS SQUIBB CO's DEF 14A?

BRISTOL MYERS SQUIBB CO filed this DEF 14A on March 28, 2024. Key takeaways: Bristol Myers Squibb Co. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing pertains to the Annual Meeting of Shareholders scheduled for May 7, 2024.. Key sections include Director Nominees, Corporate Governance, and Executive Compensation..

Is BRISTOL MYERS SQUIBB CO a risky investment based on this filing?

Based on this DEF 14A, BRISTOL MYERS SQUIBB CO presents a relatively low-risk profile. The filing is a routine proxy statement, not indicating any immediate financial or operational distress.

What should investors do after reading BRISTOL MYERS SQUIBB CO's DEF 14A?

Shareholders should review the director nominees and governance proposals to make informed voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does BRISTOL MYERS SQUIBB CO compare to its industry peers?

Bristol Myers Squibb operates in the pharmaceutical preparations industry, a sector characterized by significant research and development, regulatory oversight, and market competition.

Are there regulatory concerns for BRISTOL MYERS SQUIBB CO?

As a publicly traded company, Bristol Myers Squibb is subject to the regulations of the Securities and Exchange Commission (SEC), particularly concerning proxy solicitations and corporate governance.

Risk Factors

  • Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and disclosures.
  • Shareholder Engagement [low — market]: Effective engagement with shareholders is crucial for the approval of proposals and director elections.
  • Board Effectiveness [low — operational]: The effectiveness of the board in its oversight and strategic guidance is a key operational factor.
  • Executive Compensation Alignment [low — financial]: Ensuring executive compensation aligns with company performance and shareholder interests is a financial consideration.
  • Related Party Transactions [low — legal]: Disclosure and oversight of related party transactions are subject to legal and ethical scrutiny.

Industry Context

Bristol Myers Squibb operates in the pharmaceutical preparations industry, a sector characterized by significant research and development, regulatory oversight, and market competition.

Regulatory Implications

As a publicly traded company, Bristol Myers Squibb is subject to the regulations of the Securities and Exchange Commission (SEC), particularly concerning proxy solicitations and corporate governance.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Understand the company's corporate governance policies and any proposed changes.
  3. Examine the details of executive compensation and its alignment with company performance.

Key Dates

  • 2024-03-28: Filing Date — Definitive Proxy Statement filed
  • 2024-05-07: Annual Meeting of Shareholders — Date for shareholder voting and proposals

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement, indicating no significant deviation from previous reporting cycles based solely on this document.

Filing Stats: 4,461 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2024-03-28 17:16:07

Key Financial Figures

  • $45.0 billion — joined about nine years ago. Today, our $45.0 billion in annual revenues are driven by an inc
  • $9.3 billion — cial foundation to (i) invest more than $9.3 billion in R&D, (ii) return capital to sharehol
  • $1 billion — ortune 100 companies that have invested $1 billion with diverse-owned suppliers. >$ 1B i

Filing Documents

Executive Compensation

Executive Compensation Message from Gerald Storch, Chair of the Compensation and Management Development Committee 36 Compensation Discussion and Analysis 37 Business Overview 37 2023 Named Executive Officers 38 2023 Business Results 39 Inclusion & Diversity Aspirational Goals and Health Equity Commitments 43 Human Capital Management 44

Executive Compensation Program Overview

Executive Compensation Program Overview 47 2023 Compensation Program – Named Executive Officers 52 Annual Incentive Plan Program Outcomes 56 2023 Individual Executive Performance Assessment 58 2023 Annual Incentive Award Payments 60 2023 Long-Term Incentive Program Grants 61 2023 Performance Share Unit Awards 62 2023 Market Share Unit Awards 62 Compensation and Management Development Committee Report 71 Tax Implications of Executive Compensation Program 72 Summary Compensation Table 73 Grants of Plan-Based Awards 75 Outstanding Equity Awards at Fiscal Year-End 77 Option Exercises and Stock Vesting 79 Present Value of Accumulated Pension Benefits 80 Non-Qualified Deferred Compensation Plan 82 Post-Termination Benefits 82 Termination of Employment Obligations (Excluding Vested Benefits) 86 Pay Ratio 88 Pay Versus Performance 89 Bristol Myers Squibb 2024 Proxy Statement TABLE OF CONTENTS 6-103 Items To Be Voted Upon

—Election of the Board of Directors

Item 1—Election of the Board of Directors 6

—Advisory Vote to Approve the Compensation of our Named Executive Officers

Item 2—Advisory Vote to Approve the Compensation of our Named Executive Officers 93 Equity Compensation Plan Information 93

—Ratification of the Appointment of Independent Registered Public Accounting Firm

Item 3—Ratification of the Appointment of Independent Registered Public Accounting Firm 95 Audit and Non-Audit Fees 95 Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm 96 Audit Committee Report 97

—Approval of an Amendment to our Amended and Restated Certificate of Incorporation

Item 4—Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide for Limited Officer Exculpation 98 Item 5—Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director 99

—Shareholder Proposal on Executives to Retain Significant Stock

Item 6—Shareholder Proposal on Executives to Retain Significant Stock 102 104-105 Voting Securities and Principal Holders Common Stock Ownership by Directors and Executive Officers 104 Principal Holders of Voting Securities 105 Policy on Hedging and Pledging 105 106 Other Matters Advance Notice Procedures 106 2025 Shareholder Proposals 106 Compensation Committee Interlocks and Insider Participation 106 Availability of Corporate Governance Documents 106 107 Frequently Asked Questions A-1 Exhibit A Categorical Standards of Independence Bristol Myers Squibb 2024 Proxy Statement TABLE OF CONTENTS Route 206 & Province Line Road Princeton, NJ 08543 Notice of Annual Meeting of Shareholders Notice is hereby given that the 2024 Annual Meeting of Shareholders (the "Annual Meeting" or "2024 Annual Meeting") will be held virtually on May 7, 2024, at 10:00 a.m. Eastern Time for the following purposes as set forth in the accompanying Proxy Statement: to elect to the Board of Directors the 10 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 2024; to approve an amendment to the company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law; to consider two shareholder proposals, 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 March 14, 2024, will be entitled to vote at the meeting. This year's Annual Meeting will be held in a virtual-only meeting format. To be admitted to the Annual Meeting, you will need to

—Election of the Board of Directors

Item 1—Election of the Board of Directors 2024 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. Each of our Board members has experience and skills in the enumerated categories included in our skills matrix chart above; however, we have designated in the biographies only the top three to five skills to indicate that a director has particular strength in those areas. Christopher S. Boerner, Ph.D. Board Chair & Chief Executive Officer of the Company DIRECTOR SINCE: 2023 AGE: 53 BOARD COMMITTEES None OTHER PUBLIC COMPANY BOARDS None EXPERIENCE Bristol Myers Squibb, Chief Executive Officer (November 2023-present) Board Chair (April 2024) Board Member (2023-present) Executive Vice President, Chief Operating Officer (April 2023- October 2023) Executive Vice President, Chief Commercialization Officer (2018-2023) Head of International Markets (2017-2018); Head of U.S. Commercial Markets (2015-2017) Held leadership roles of increasing responsibility at Seattle Genetics, Inc. (2010-2015) Served in marketing leadership roles at Genentech (2002-2010) Worked for McKinsey & Company, earlier in his career, serv

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