-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0vFPuDs7jUWQl6sORX5Qrmi0cDCv2+H7UuYWER3LCfHwI3duUAYY57MUvaeVrcr pRzHstdGhl9rAHmKXvR4GQ== 0000950117-96-000222.txt : 19960319 0000950117-96-000222.hdr.sgml : 19960319 ACCESSION NUMBER: 0000950117-96-000222 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960507 FILED AS OF DATE: 19960318 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01136 FILM NUMBER: 96535724 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 DEF 14A 1 BRISTOL-MYERS DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 BRISTOL-MYERS SQUIBB COMPANY ................................................................. (Name of Registrant as Specified In Its Charter) ................................................................. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ................................................................. 2) Aggregate number of securities to which transaction applies: ................................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ................................................................. 4) Proposed maximum aggregate value of transaction: ................................................................. 5) Total fee paid: ................................................................. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ................................................................. 2) Form, Schedule or Registration Statement No.: ................................................................. 3) Filing Party: ................................................................. 4) Date Filed: ................................................................. [LOGO] BRISTOL-MYERS SQUIBB COMPANY March 18, 1996 NOTICE OF 1996 ANNUAL MEETING AND PROXY STATEMENT TUESDAY, MAY 7, 1996 AT 9:45 A.M. HOTEL DU PONT 11TH AND MARKET STREETS WILMINGTON DELAWARE DEAR FELLOW STOCKHOLDER: You are cordially invited to attend the Annual Meeting of Stockholders of Bristol-Myers Squibb Company at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday, May 7, 1996 at 9:45 a.m. This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement describes the business to be transacted at the meeting and provides other information concerning the Company which you should be aware of when you vote your shares. The principal business of the Annual Meeting will be the election of directors, ratification of the appointment of the independent accountants and consideration of one stockholder-proposed resolution. As in prior years, we plan to review the status of the Company's business at the meeting. At last year's Annual Meeting over 87% of the outstanding shares were represented. It is important that your shares be represented whether or not you are personally able to attend. In order to ensure that you will be represented, we ask you to sign, date and return the enclosed proxy card or proxy voting instruction form promptly. Proxy votes are tabulated by an independent agent and reported at the Annual Meeting. The tabulating agent maintains the confidentiality of the proxies throughout the voting process, and no information is disclosed to the Company which would identify the vote of any stockholder. Admission to the Annual Meeting will be by ticket only. If you are a registered stockholder planning to attend the meeting, please check the appropriate box on the proxy card and retain the bottom portion of the card as your admission ticket. If your shares are held through an intermediary such as a bank or broker, follow the instructions in the Proxy Statement to obtain a ticket. As is our usual practice, we have provided space on the proxy card for comments from our registered stockholders. We urge you to use it to let us know your feelings about the Company or to bring a particular matter to our attention. If you hold your shares through an intermediary, please feel free to write directly to us. CHARLES A. HEIMBOLD, JR. CHARLES A. HEIMBOLD, JR. Chairman and Chief Executive Officer [LOGO] BRISTOL-MYERS SQUIBB COMPANY --------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS --------------------------------------------- Notice is hereby given that the Annual Meeting of Stockholders will be held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday, May 7, 1996, at 9:45 a.m. for the following purposes as set forth in the accompanying Proxy Statement: to elect directors; to ratify the appointment of Price Waterhouse LLP as independent accountants for 1996; to consider and vote upon one stockholder-proposed resolution; and to transact such other business as may properly come before the meeting or any adjournments thereof. Holders of record of the Company's Common and Preferred Stock at the close of business on March 8, 1996 will be entitled to vote at the meeting. By Order of the Board of Directors ALICE C. BRENNAN ALICE C. BRENNAN Secretary Dated: March 18, 1996 YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT. IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOUR VOTE WILL NOT BE COUNTED UNLESS A SIGNED PROXY REPRESENTING YOUR SHARES IS PRESENTED AT THE MEETING. TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU SHOULD MARK, SIGN AND DATE THE ENCLOSED PROXY CARD OR PROXY VOTING INSTRUCTION FORM AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE BY BALLOT. [LOGO] BRISTOL-MYERS SQUIBB COMPANY ------------------------------ PROXY STATEMENT ------------------------------ TABLE OF CONTENTS
PAGE ---- ANNUAL MEETING AND PROXY SOLICITATION INFORMATION......................................................... 1 VOTING SECURITIES AND PRINCIPAL HOLDERS................................................................... 2 BOARD OF DIRECTORS........................................................................................ 4 Meetings of the Board................................................................................ 4 Compensation of Directors............................................................................ 4 Committees of the Board.............................................................................. 5 Directors and Nominees............................................................................... 6 COMPENSATION AND BENEFITS................................................................................. 10 Executive Officer Compensation....................................................................... 10 Summary Compensation Table......................................................................... 11 Option/SAR Grants in the Last Fiscal Year.......................................................... 12 Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values...... 13 Long-Term Incentive Plan Awards in Last Fiscal Year................................................ 13 Board Compensation Committee Report on Executive Compensation........................................ 14 CEO Compensation................................................................................... 15 Deductibility of Compensation Over $1 Million...................................................... 16 Performance Graphs................................................................................... 16 Comparison of 5-Year Cumulative Total Return....................................................... 17 Comparison of 10-Year Cumulative Total Return...................................................... 17 Pension Benefits..................................................................................... 18 Executive Agreements................................................................................. 18 PROPOSALS TO BE VOTED UPON Proposal 1 -- Election of Directors.................................................................. 18 Proposal 2 -- Appointment of Independent Accountants................................................. 19 Proposal 3 -- Stockholder Proposal Relating to Annual Election of Directors.......................... 19 1997 PROXY PROPOSALS...................................................................................... 20
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors for use at the Annual Meeting of Stockholders on May 7, 1996. This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers Squibb Company, including financial statements for 1995 are being sent to all stockholders of record as of the close of business on March 8, 1996 for delivery beginning March 18, 1996. Although the Annual Report and Proxy Statement are being mailed together, the Annual Report should not be deemed to be part of the Proxy Statement. Holders of record of the Company's $0.10 par value Common Stock and $2.00 Convertible Preferred Stock at the close of business on March 8, 1996 will be entitled to vote at the 1996 Annual Meeting. On each matter properly brought before the meeting, stockholders will be entitled to one vote for each share of stock held. Attendance at the Annual Meeting will be limited to stockholders as of the record date, their authorized representatives and guests of the Company. Admission will be by ticket only. For registered stockholders, the bottom portion of the proxy card enclosed with the Proxy Statement is their Annual Meeting ticket. Beneficial owners with shares held through an intermediary, such as a bank or broker, should request tickets in writing from Stockholder Services, Bristol-Myers Squibb Company, 345 Park Avenue, Suite 4100, New York, New York 10154, and include proof of ownership, such as a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding their stock, confirming beneficial ownership. Stockholders who do not obtain tickets in advance may obtain them upon verification of ownership at the Registration Desk on the day of the meeting. Admission to the Annual Meeting will be facilitated if tickets are obtained in advance. Tickets may be issued to others at the discretion of the Company. Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they choose to attend the meeting in person. If you are a registered stockholder you may vote by proxy by using the proxy card enclosed with the Proxy Statement. When your proxy card is returned properly signed, the shares represented will be voted according to your directions. You can specify how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. The proposals are identified by number and an identifying title on the proxy card. Please review the voting instructions on the proxy card and read the entire text of the proposals and the positions of the Board of Directors in the Proxy Statement prior to marking your vote. If your proxy card is signed and returned without specifying a vote or an abstention on any proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card. For the reasons set forth in more detail later in the Proxy Statement, the Board of Directors recommends a vote FOR the election of directors, FOR the ratification of the appointment of Price Waterhouse LLP, and AGAINST one stockholder-proposed resolution. If you are a stockholder who holds shares through an intermediary, you must provide instructions on voting to your nominee holder. The Board of Directors of Bristol-Myers Squibb knows of no other matters which may be brought before the meeting. However, if any other matters are properly presented for action, it is the intention of the named proxies to vote on them according to their best judgment. A plurality of the votes cast at the meeting is required to elect directors. The affirmative vote of a majority of the shares of stock present in person or by proxy is required for ratification of the appointment of Price Waterhouse LLP ('Price Waterhouse') and for the adoption of one stockholder- proposed resolution. 1 In accordance with the laws of the State of Delaware and the Company's Restated Certificate of Incorporation and Bylaws (i) for the election of directors, which requires a plurality of the votes cast, only proxies and ballots indicating votes 'FOR all nominees', 'WITHHELD for all nominees' or specifying that votes be withheld for one or more designated nominees are counted to determine the total number of votes cast; broker non-votes are not counted, and (ii) for the adoption of all other proposals, which are decided by a majority of the shares of the stock of the Company present in person or by proxy and entitled to vote, only proxies and ballots indicating votes 'FOR', 'AGAINST' or 'ABSTAIN' on the proposals or providing the designated proxies with the right to vote in their judgment and discretion on the proposals are counted to determine the number of shares present and entitled to vote; broker non-votes are not counted. If you are a registered stockholder and wish to give your proxy to someone other than the Directors' Proxy Committee, you may do so by crossing out the names of all three Proxy Committee members appearing on the proxy card and inserting the name of another person. The signed card must be presented at the meeting by the person you have designated on the proxy card. You may revoke your proxy at any time before it is voted at the meeting by taking one of the following three actions: (i) by giving written notice of the revocation to the Company; (ii) by executing and delivering a proxy with a later date; or (iii) by voting in person at the meeting. Tabulation of proxies and the votes cast at the meeting is conducted by an independent agent and certified to by independent inspectors of election. Any information that identifies the stockholder or the particular vote of a stockholder is kept confidential and not disclosed to the Company. The expense of preparing, printing and mailing proxy materials to Bristol-Myers Squibb stockholders will be borne by Bristol-Myers Squibb. In addition to solicitations by mail, a number of regular employees of Bristol-Myers Squibb may solicit proxies on behalf of the Board of Directors in person or by telephone. The Company has also retained, on behalf of the Board of Directors, Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005, to aid solicitation by mail, telephone, telegraph and personal interview for a fee of approximately $25,000 which will be paid by the Company. Bristol-Myers Squibb will also reimburse brokerage houses and other nominees for their expenses in forwarding proxy material to beneficial owners of the Company's stock. VOTING SECURITIES AND PRINCIPAL HOLDERS At the close of business on March 8, 1996, there were 503,503,849 shares of $0.10 par value Common Stock ('Common Stock'), and 17,334 shares of $2.00 Convertible Preferred Stock ('Preferred Stock') outstanding and entitled to vote. The following table sets forth, as of January 31, 1996, beneficial ownership of shares of Common Stock of the Company by each director, each of the named executive officers and all directors and officers as a group. Unless otherwise noted, such shares are owned directly or indirectly with sole voting and sole investment power. None of the directors or officers owns any Preferred Stock of the Company. 2
TOTAL NUMBER OF SHARES BENEFICIALLY TOTAL NUMBER OF PERCENT OF OWNED, SHARES WHICH MAY SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN NAME OWNED OWNED 60 DAYS - ---------------------------------------- ------------------- ------------ ----------------------- R. E. Allen............................. 12,767(a) *(b) 3,500 M. E. Autera............................ 336,800(c) * 260,210 E. V. Futter............................ 3,636(d) * 3,400 R. L. Gelb.............................. 1,872,000(e) * 1,017,000 L. V. Gerstner, Jr...................... 11,191(f) * 1,750 C. A. Heimbold, Jr...................... 773,144(g) * 789,750 J. D. Macomber.......................... 11,000(h) * 750 M. F. Mee............................... 51,803 * 30,000 J. D. Robinson III...................... 7,300 * 3,500 L. E. Rosenberg, M.D.................... 152,668(i)(j) * 155,750 A. C. Sigler............................ 6,500 * 3,500 L. W. Sullivan, M.D..................... 866(a) * 750 K. E. Weg............................... 227,531 * 215,801 All Directors and Officers as a Group (a)(c)(d)(e)(f)(g)(h)(i)(j)(k)........ 3,813,401 0.7 2,765,594
- ------------ (a) Includes amounts credited to directors' accounts in the 1987 Deferred Compensation Plan for Non-Employee Directors as deferred equivalent shares which are valued according to the market value and shareholder return on equivalent shares of Common Stock. Mr. Allen and Dr. Sullivan hold 8,800 and 16 such equivalent shares, respectively. (b) Asterisk (*) represents less than 1% of stock. (c) Includes 480 shares owned by Mr. Autera's wife over which he has neither voting nor investment power. (d) Includes 236 shares owned jointly by Ms. Futter and her husband over which she exercises shared voting and investment power. (e) Includes 750,000 shares owned by the Charter Corporation over which Mr. Gelb, as a director of the Charter Corporation, shares voting and investment power with other members of its board of directors. (f) Includes 1,301 deferred equivalent shares credited to Mr. Gerstner's account in the Squibb Corporation Deferred Plan for Fees of Outside Directors which are valued according to the market value and shareholder return on equivalent shares of Common Stock. Also includes 150 shares held in trust for the benefit of Mr. Gerstner's wife over which neither he nor she exercises voting or investment power. (g) Includes 2,779 shares held by members of Mr. Heimbold's family over which he exercises shared voting and investment power and also includes 2,965 shares owned by a family corporation over which he exercises shared voting and investment power. Also includes 4,866 shares held in trust for one of Mr. Heimbold's children over which he has neither voting nor investment power. (h) Includes 1,650 shares held by members of Mr. Macomber's family over which he exercises shared voting and investment power. (i) Dr. Rosenberg used shares previously awarded to him under the Company's Restricted Stock Program to pay withholding tax obligations resulting from the vesting of restricted stock shares in 1995; such payments reduced the total number of shares owned by him. (j) Includes 1,542 shares owned by Dr. Rosenberg's wife over which he has neither voting nor investment power. (k) Includes 4,860 shares held jointly by other executive officers and their respective spouses over which the officers exercise shared voting and investment power. Also includes 730 shares owned by or for children of the other executive officers over which the officers exercise shared voting and investment power. 3 BOARD OF DIRECTORS The business of the Company is managed under the direction of the Board of Directors. It has responsibility for establishing broad corporate policies and for the overall performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is kept advised of the Company's business through regular written reports and analyses and discussions with the Chairman and other officers of the Company. MEETINGS OF THE BOARD The Board meets on a regularly scheduled basis during the year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. In 1995, there were eleven meetings of the Board. Director aggregate attendance at Board and Committee meetings averaged over 90%. COMPENSATION OF DIRECTORS In 1995, directors who were not also employees of Bristol-Myers Squibb each received annual compensation consisting of an annual director's fee of $35,000 plus a fee of $2,000 for each Board meeting and Board Committee meeting attended. In addition, the Chairmen of the Audit Committee, the Compensation and Management Development Committee and the Committee on Directors and Corporate Governance each received an annual fee of $10,000. In 1995, one non-employee director elected to participate in the 1987 Deferred Compensation Plan for Non-Employee Directors. Under the provisions of the Plan, a non-employee director may elect to defer payment of all or part of the compensation received as a director. Deferred funds may be credited to a 6-month United States Treasury bill equivalent fund, a fund based on the return on the Company's invested cash or a fund based on the return on Bristol-Myers Squibb Company Common Stock or to two or three of the funds. Deferred portions are payable in a lump sum or in not more than ten annual installments. Payments under the Plan commence when a participant ceases to be a director or at a future date previously specified by the director. As of March 5, 1996, the Board of Directors changed the directors compensation program to provide a greater linkage with returns to shareholders. Under this change, 25% of the annual retainer for each non-employee director is deferred and credited to a deferred compensation account, the value of which is determined by the value of Bristol-Myers Squibb Company Common Stock, until certain ownership guidelines are attained. In addition, each non-employee director is to receive an annual award of 150 deferred share units, the value of which is determined by the value of Bristol-Myers Squibb Company Common Stock. Pursuant to the provisions of the Retirement Plan for Non-Employee Directors, a non-employee director who retires from the Board after five years of service will receive an annual retirement benefit equal to 50% of the director's average annual compensation at retirement. For each year of service in excess of five, the benefit percentage will increase by 2% to a maximum of twenty years of service. The Retirement Plan for Non-Employee Directors was amended March 5, 1996 to provide that no new retirement benefits would be credited under the Plan and to vest all eligible directors regardless of their years of service in retirement benefits accrued to date. The Bristol-Myers Squibb Company Non-Employee Directors' Stock Option Plan provides for the automatic grant on the date of the Company's Annual Meeting of an option to purchase 1,000 shares of the Company's Common Stock to each individual who is elected to the Board of Directors at such meeting or who had previously been elected to the Board of Directors for a term extending beyond such Annual Meeting, provided such individual is not also an employee of the Company. The price of the option is the fair market price of the Company's Common Stock on the date the option is granted. Each option becomes exercisable in four equal installments commencing on 4 the earlier of the first anniversary of the date of grant or the date of the next Annual Meeting and continuing similarly for the three years thereafter. The options also become fully exercisable upon retirement from the Board after one year of service. In 1995, options for a total of 7,000 shares were granted, consisting of options for 1,000 shares granted to each of seven non-employee directors. The Directors' Charitable Contribution Program is part of the Company's overall program of charitable contributions. The Program is fully funded by life insurance policies purchased by the Company on individual members and retired members of the Board of Directors. In 1995, the Company paid a total of $186,000 in premiums on policies covering twelve directors and retired directors. The policies provide for a $1 million death benefit for each director covered. Upon the death of a director, the Company donates one-half of the $1 million benefit to one or more qualifying charitable organizations designated by the director. The remaining one-half of the benefit is contributed to the Bristol-Myers Squibb Foundation, Inc. for distribution according to the Foundation's program for charitable contributions to medical research, health-related and community service organizations, educational institutions and education-related programs and cultural and civic activities. Individual directors derive no financial benefit from this program since all charitable deductions relating to the contributions accrue solely to the Company. COMMITTEES OF THE BOARD The Company's Bylaws specifically provide for an Audit Committee and an Executive Committee. The Company's Bylaws also authorize the establishment of additional committees of the Board and, under this authorization, the Board of Directors has established the Committee on Directors and Corporate Governance and the Compensation and Management Development Committee. The Board has appointed individuals from among its members to serve on these four committees. The membership of these four committees, with the exception of the Executive Committee, is composed entirely of non-employee directors. From time to time the Board of Directors establishes special committees to address certain issues. Composition of such committees depends upon the nature of the issue being addressed. The duties of the Audit Committee are (a) to recommend to the Board of Directors a firm of independent accountants to perform the examination of the annual financial statements of the Company; (b) to review with the independent accountants and with the Controller the proposed scope of the annual audit, past audit experience, the Company's internal audit program, recently completed internal audits and other matters bearing upon the scope of the audit; (c) to review with the independent accountants and with the Controller significant matters revealed in the course of the audit of the annual financial statements of the Company; (d) to review on a regular basis whether the Company's Standards of Business Conduct and Corporate Policies relating thereto has been communicated by the Company to all key employees of the Company and its subsidiaries throughout the world with a direction that all such key employees certify that they have read, understand and are not aware of any violation of the Standards of Business Conduct; (e) to review with the Controller any suggestions and recommendations of the independent accountants concerning the internal control standards and accounting procedures of the Company; (f) to meet on a regular basis with a representative or representatives of the Internal Audit Department of the Company and to review the Internal Audit Department's Reports of Operations; and (g) to report its activities and actions to the Board at least once each fiscal year. The Committee on Directors and Corporate Governance's duties include, among other things, (a) screening and recommending candidates for the Board of Directors of the Company; (b) recommending the term of office for directors; (c) recommending retirement policies for non-employee directors and remuneration for non-employee directors; (d) recommending the desirable ratio of employee directors to non-employee directors; (e) reviewing the format of Board meetings and making recommendations for the improvement of such meetings; (f) recommending the nature and duties of committees of the Board; and (g) considering matters of corporate social responsibility and matters of significance in areas related to corporate public affairs, the Company's employees, stockholders and its 5 customers. The Committee on Directors and Corporate Governance considers stockholder recommendations of nominees for election to the Board of Directors if they are accompanied by a comprehensive written resume of the recommended nominee's business experience and background and a consent in writing signed by the recommended nominee that he or she is desirous of being considered as a nominee and, if nominated and elected, he or she will serve as a director. Stockholders should send their written recommendations of nominees accompanied by the aforesaid documents to the principal executive offices of the Company addressed to the Company, 345 Park Avenue, New York, New York 10154, attention Corporate Secretary. The Compensation and Management Development Committee's duties include, among other things, (a) administration of the Company's annual incentives, stock option and long-term incentive plans; (b) adoption and review of major compensation plans; (c) responsibility for the Company's management development programs and procedures; and (d) approval of compensation for corporate officers and certain senior management. During calendar year 1995, the committees of the Board held in the aggregate a total of nine meetings; the Audit Committee having met three times, the Compensation and Management Development Committee having met four times and the Committee on Directors and Corporate Governance having met two times. There were no meetings of the Executive Committee in 1995. DIRECTORS AND NOMINEES Following are the nominees and the other directors of the Company who will continue in office beyond the Annual Meeting, with information including their principal occupation and other business affiliations, the year each was first elected as a director, the Board Committee memberships of each, other affiliations and each director's age. After the election of three directors at the meeting, the Company will have ten directors, including the seven directors whose present terms extend beyond the meeting. Listed first below are nominees for election for the 1996-1999 term followed by the directors in the 1994-1997 term and then the directors in the 1995-1998 term. 1996-1999 TERM ------------------------------------------------------------------------------------------------------------------ [PHOTO] ELLEN V. FUTTER President of The American Museum of Natural History since 1993. President of Barnard College from 1981 to 1993. Director of the Company since March 1990. Her present term expires at this Annual Meeting. Ms. Futter is a trustee of Consolidated Edison Company of New York, Inc. and The American Museum of Natural History. She is a member of the Council on Foreign Relations, Inc. and Helsinki Watch, a trustee of the Committee for Economic Development and a Partner of the New York City Partnership, Inc. Ms. Futter is also a director of Phi Beta Kappa Associates and The American Ditchley Foundation and a trustee of The American Assembly. Board Committees: Audit Committee and Compensation and Management Development Committee. Age 46.
6 [PHOTO] ANDREW C. SIGLER Chief Executive Officer since 1974, Chairman since 1979 and a director since 1973 of Champion International Corporation, a paper and wood products company. Director of the Company since 1984. His present term expires at this Annual Meeting. Mr. Sigler is a director of Allied Signal, Inc., Chemical Banking Corporation and General Electric Company. He is a member of The Business Council, The Business Roundtable and the Board of Trustees for Dartmouth College and the Enterprise Foundation. Board Committees: Audit Committee (Chairman), Compensation and Management Development Committee and Executive Committee. Age 64. [PHOTO] LOUIS W. SULLIVAN, M.D. President of Morehouse School of Medicine from 1985 to 1989 and since January 1993. From March 1989 to January 1993 Secretary of the United States Department of Health and Human Services. Director of the Company since February 1993. His present term expires at this Annual Meeting. Dr. Sullivan is a director of 3-M Corporation, Georgia-Pacific Corporation, General Motors Corporation, CIGNA Corporation, Household International, Inc., EndoVascular Instruments, Inc. and Equifax Inc. He is a founder and Vice Chairman of Medical Education for South African Blacks, Inc., a member of the National Executive Council of the Boy Scouts of America, a member of the Board of Trustees of Little League of America, Africare, the International Foundation for Education and Self-Help and the American Cancer Society and a director of the Ethics Resource Center and United Way of America. Board Committees: Audit Committee and Committee on Directors and Corporate Governance. Age 62. 1994-1997 TERM ------------------------------------------------------------------------------------------------------------------ [PHOTO] ROBERT E. ALLEN Chairman and Chief Executive Officer since 1988 and director since 1984 of AT&T Company, a communications products, services and systems company. Director of the Company since January 1986. His present term expires at the 1997 Annual Meeting. Mr. Allen is a director of Pepsico, Inc. and Chrysler Corporation. He is a member of The Business Council, The Business Roundtable and the U.S.-Japan Business Council and a trustee of Wabash College. Board Committees: Committee on Directors and Corporate Governance (Chairman), Compensation and Management Development Committee and Executive Committee. Age 61.
7 [PHOTO] MICHAEL E. AUTERA Executive Vice President of the Company since August 1989 with responsibility for the Nutritional and Health Care businesses of the Company since January 1994 and the Consumer Products Group since September 1994. Executive Vice President, Administration, of the Company from 1989 until January 1994 and Chief Financial Officer from 1977 to March 1994. Director of the Company since 1991. His present term expires at the 1997 Annual Meeting. Mr. Autera is a Council Member of The Brookings Institution and a member of the Board of Managers of the New York Botanical Garden. Age 57. [PHOTO] JOHN D. MACOMBER Principal since 1992 of the JDM Investment Group, a private investment firm. Chairman and President of the Export-Import Bank of the United States from 1989 to 1992. Chairman and Chief Executive Officer of Celanese Corporation from 1973 to 1986. Director of the Company from 1978 to 1989 and since February 1993. His present term expires at the 1997 Annual Meeting. Mr. Macomber is a director of The Brown Group, Inc., Lehman Brothers Holdings, Inc., Pilkington Ltd., Textron, Inc. and Xerox Corporation. He is Chairman of the Council For Excellence in Government, a director of the Atlantic Council of the United States, The French-American Foundation, the National Executive Services Corps and the George Bush Presidential Library Foundation. He is also on the Advisory Boards of the Center for Strategic & International Studies and the Yale School of Management. He is a trustee of the Carnegie Institution of Washington in addition to being a member of the Council on Foreign Relations, Inc. and The Bretton Woods Committee. Board Committees: Audit Committee and Compensation and Management Development Committee. Age 68. [PHOTO] JAMES D. ROBINSON III Chairman and Chief Executive Officer since 1994 of RRE Investors, LLC, a private venture investment firm, and President of J.D. Robinson Inc., a strategic advisory company. He is also senior advisor to Trust Company of the West. He served as Chairman and Chief Executive Officer of American Express Company from 1977 to 1993. Director of the Company since 1976. His present term expires at the 1997 Annual Meeting. Mr. Robinson is a director of the Coca-Cola Company, Cambridge Technology Partners, Union Pacific Corporation, First Data Corporation, New World Communications Group, Inc. and Alexander & Alexander Services, Inc. He is Chairman of the Board of Overseers and Board of Managers of Memorial Sloan-Kettering Cancer Center, a member of The Business Council and the Council on Foreign Relations, Inc. and an Honorary Trustee of The Brookings Institution. Board Committees: Committee on Directors and Corporate Governance, Compensation and Management Development Committee (Chairman) and Executive Committee. Age 60.
8 1995-1998 TERM ------------------------------------------------------------------------------------------------------------------ [PHOTO] LOUIS V. GERSTNER, JR. Chairman and Chief Executive Officer of IBM Corporation since 1993. Chairman and Chief Executive Officer of RJR Nabisco Holdings Corporation from 1989 to 1993. Director of the Company since October 1989 and a director of Squibb Corporation from 1986 to October 1989. His present term expires at the 1998 Annual Meeting. Mr. Gerstner is a director of The New York Times Company. He is a member of the board of Lincoln Center for the Performing Arts, a member of the Smithsonian Board of Regents and vice chairman of the board of the New American School Development Corporation. He is also a director of the Council on Foreign Relations, Inc., and a board member of The America/China Society and The Japan Society. Board Committees: Committee on Directors and Corporate Governance and Executive Committee. Age 54. [PHOTO] CHARLES A. HEIMBOLD, JR. Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Heimbold was elected Chairman of the Board in May 1995, Chief Executive Officer in January 1994 and President in October 1992. Mr. Heimbold was Executive Vice President of the Company from 1989 until October 1992. Director of the Company since 1989. His present term expires at the 1998 Annual Meeting. He is a director of Mobil Corporation. He is a member of The Business Roundtable, The Business Council and the Council of Foreign Relations, Inc. He is Chairman-elect of the Board of Directors of the Pharmaceutical Research and Manufacturers of America, Chairman of the Board of Trustees of Phoenix House and Chairman of the Board of Overseers of the Law School and Trustee of the University of Pennsylvania. He is also a member of the Board of Trustees of International House and of Sarah Lawrence College. Board Committee: Executive Committee. Age 62. [PHOTO] KENNETH E. WEG Executive Vice President of the Company since May 1995 and President of the Pharmaceutical Group since March 1993. President of Pharmaceutical Operations from May 1991 until March 1993. President of the International Pharmaceutical Group from 1990 to April 1991. Director of the Company since 1995. His present term expires at the 1998 Annual Meeting. Mr. Weg is a trustee of the Princeton Medical Center and a trustee of the Foundation for New Jersey Public Broadcasting, Inc. He is also a member of the Philadelphia Museum of Art Corporate Executive Committee. Age 57.
9 COMPENSATION AND BENEFITS The Company's compensation and benefits programs are designed to enable the Company to attract, retain and motivate the best possible employees to operate and manage the Company at all levels. In general, all U.S.-based employees, except in some cases those covered by collective bargaining agreements, receive a base salary, participate in an annual incentive plan, a Company-supported savings plan and a Company-funded pension plan and are provided with medical and other welfare benefits coverage. Employees outside of the United States are similarly covered by comprehensive compensation and benefits programs. In 1995, the Company implemented a global stock option grant known as the TeamShare Stock Option Plan. Under this plan, approximately 47,000 eligible employees, excluding key executives, have been or will be granted a stock option award giving them the opportunity to purchase 200 shares of the Company's Common Stock. All TeamShare recipients will have a stronger link with Company stockholders, as they will benefit from the stock price appreciation resulting from their efforts to grow and strengthen the business. In addition, the Company maintains specific executive compensation programs designed to provide incentives to reward and retain outstanding executives who bear the responsibility for achieving the demanding business objectives necessary to assure the Company's leadership position in the highly complex and competitive industries in which it operates. The executive compensation programs are based upon a pay-for-performance philosophy to provide incentives to achieve both short-term and long-term objectives and to reward exceptional performance, gains in productivity and contributions to the Company's growth and success. While performance against financial objectives and relative total stockholder return are the determinants of formula-based incentive payments under the Company's executive compensation program, the successful Bristol-Myers Squibb executive must perform effectively in many areas which are not measured specifically by financial results. Performance is also assessed against standards of business conduct reflecting social values, environmental stewardship and the expectations of the Company's key constituencies, including its employees and stockholders, the consumers of its products, suppliers and customers, the communities it operates in and the countries where it does business. The Bristol-Myers Squibb Company Pledge clearly defines what is expected of every employee in the Company, and the performance of the Company's executives is appraised in this regard. EXECUTIVE OFFICER COMPENSATION The following tables and notes present the compensation provided by the Company to its Chief Executive Officer, the Company's four other most highly compensated executive officers and a retired executive who was also among the most highly compensated, for services rendered to the Company in 1993, 1994 and 1995. 10 SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION ---------------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS ----------------------------------- -------------------------- --------- OTHER ALL ANNUAL RESTRICTED SECURITIES LONG TERM OTHER COMPEN- STOCK UNDERLYING INCENTIVE COMPEN- NAME/TITLE SALARY BONUS SATION(1) AWARDS(2) OPTIONS/SARS PAYOUTS SATION(3) YEAR $ $ $ $ # $ $ - -------------------- ---------- ---------- ------- ---------- ------------ ---------- ------- C.A. Heimbold, Jr. Chairman, President and Chief Executive Officer(4) 1995............ $1,055,500 $1,303,543 -- $ 0 535,000(5) $ 0 (6) $47,497 1994............ $ 950,000 $ 959,642 -- $ 0 300,000 $ 331,998 (7) $42,750 1993............ $ 828,625 $ 621,121 -- $ 0 156,000 $ 697,028 (8) $37,287 M.E. Autera Executive Vice President 1995............ $ 625,250 $ 514,255 -- $ 0 53,000 $ 0 (6) $28,136 1994............ $ 609,000 $ 483,851 -- $ 0 78,600 $ 253,302 (7) $27,405 1993............ $ 591,250 $ 398,580 -- $ 0 93,400 $ 531,069 (8) $26,609 K.E. Weg Executive Vice President and President, Pharmaceutical Group(9) 1995............ $ 563,785 $ 532,991 -- $ 0 53,000 $ 0 (6) $25,370 1994............ $ 522,700 $ 410,802 -- $ 0 62,500 $ 199,472 (7) $23,526 1993............ $ 503,333 $ 311,553 -- $ 0 60,400 $ 431,494 (8) $22,659 M.F. Mee Senior Vice President and Chief Financial Officer(10) 1995............ $ 507,500 $ 357,254 -- $ 0 30,000 $ n.a. (11) $22,838 1994............ $ 391,781 $ 269,562 -- $2,170,000 45,000 $ n.a. (11) $ 5,625 L.E. Rosenberg, M.D. President, Pharmaceutical Research Institute 1995............ $ 478,500 $ 385,934 -- $ 0 30,000 $ n.a. (12) $21,533 1994............ $ 467,000 $ 332,073 -- $ 0 45,625 $ n.a. (12) $21,015 1993............ $ 450,000 $ 250,794 -- $ 0 45,625 $ n.a. (12) $20,250 R.L. Gelb Chairman(13) 1995............ $ 521,307 $ 574,764 -- $ 0 0 $ 0(6) $23,459 1994............ $1,255,000 $1,267,738 -- $ 0 150,000 $ 570,200(7) $56,482 1993............ $1,240,000 $1,059,986 -- $ 0 215,000 $1,327,673(8) $55,809
- ------------ (1) The only type of Other Annual Compensation for each of the named officers was in the form of perquisites, and was less than the level required for reporting. (2) Mr. Mee was the only named executive to receive an award in the fiscal years listed. This award corresponds to Mr. Mee's joining the Company in March 1994. Regular dividends are paid on these shares. The number and market value of shares of restricted stock held by Mr. Mee and by Dr. Rosenberg, as a result of a grant made in a prior year, at December 31, 1995, (based upon the closing market value stock price of $85.875) were as follows: Mr. Mee (40,000 and $3,435,000) and Dr. Rosenberg (16,667 and $1,431,279). (3) Consists of matching contributions to the Savings and Investment Program (SIP) and the Benefits Equalization Plan for the SIP as follows: Mr. Heimbold ($6,750 and $40,747); Mr. Autera ($6,585 and $21,551); Mr. Weg ($6,585 and $18,785); Mr. Mee ($6,750 and $16,088); Dr. Rosenberg ($6,750 and $14,783) and Mr. Gelb ($6,750 and $16,709). (4) Mr. Heimbold was elected Chairman of the Board of the Company on May 2, 1995. He has been CEO since January 1994 and President since October 1992. (5) See Option Grant table for details concerning these stock option awards including performance-based exercise thresholds. (6) Long-Term Performance Award Plan award granted in 1992 and earned over the four-year performance period from 1992 through 1995. Since the threshold for payments under the award was not met, there were no pay-outs. (7) Long-Term Performance Award Plan award granted in 1991 and earned over the four-year performance period from 1991 through 1994. The pay-out, which was based on the achievement of four-year compounded annual earnings per share growth objectives, was 35.1% of targeted awards since performance fell below target. (footnotes continued on next page) 11 (footnotes continued from previous page) (8) Long-Term Performance Award Plan award granted in 1990 and earned over the four-year performance period from 1990 through 1993. The pay-out, which was based on the achievement of four-year compounded annual earnings per share growth objectives, was 84.7% of targeted awards since performance fell below target. (9) Mr. Weg was elected Executive Vice President of the Company on May 2, 1995. He has been President of the Pharmaceutical Group since March 1993; prior to that he was President, Pharmaceutical Operations. (10) Mr. Mee joined the Company in March 1994. (11) Mr. Mee was not covered by these awards since they were granted prior to his joining the Company. (12) Dr. Rosenberg was not covered by these awards since they were granted prior to his joining the Company. (13) Mr. Gelb was Chairman of the Board of the Company from 1976 through May 2, 1995. He was CEO from 1972 through December 31, 1993. OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS --------------------------------------------------------------------- GRANT DATE NUMBER OF VALUE SECURITIES % OF TOTAL -------------- UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE OPTIONS/SARS GRANTED TO OR BASE PRESENT GRANTED(1) EMPLOYEES IN PRICE(2) VALUE(3) NAME # FISCAL YEAR ($/SH) EXPIRATION DATE $ - ------------------------------ ------------ ------------------- --------- ------------------- -------------- C.A. Heimbold, Jr. ........... 135,000 1.0% $62.0000 March 6, 2005 $ 1,749,330 133,333(4) 1.0% $67.0625 June 4, 2005 $ 1,450,335 133,333(5) 1.0% $67.0625 June 4, 2005 $ 1,355,553 133,334(6) 1.0% $67.0625 June 4, 2005 $ 1,231,274 M.E. Autera................... 53,000 0.4% $62.0000 March 6, 2005 $ 686,774 K.E. Weg...................... 53,000 0.4% $62.0000 March 6, 2005 $ 686,774 M.F. Mee...................... 30,000 0.2% $62.0000 March 6, 2005 $ 388,740 L.E. Rosenberg, M.D. ......... 30,000 0.2% $62.0000 March 6, 2005 $ 388,740 R.L. Gelb..................... 0 -- -- -- 0 All Stockholders(7)........... $6,620,573,717 All Optionees(8).............. 13,343,825 100% $62.25927 Various Dates, 2005 $ 173,621,364 All Optionees Grant Date Present Value as a Percent of All Stockholder Value......................... 2.62%
- ------------ (1) Individual grants become exercisable in installments of 25% per year on each of the first through the fourth anniversaries of the grant date. At age 60, all outstanding option grants fully vest. As consideration for the option grant, an employee must remain in the employment of the Company for one year from the date of grant. No SARs were granted in 1995. Under the TeamShare Stock Option Plan, individual grants become fully vested three years after the date of the grant. (2) All options were made at 100% of Fair Market Value as of date of grant. (3) In accordance with Securities and Exchange Commission rules, the Black-Scholes option pricing model was chosen to estimate the grant date present value of the options set forth in this table. The Company does not believe that the Black-Scholes model, or any other model, can accurately determine the value of an option. Accordingly, there is no assurance that the value realized by an executive, if any, will be at or near the value estimated by the Black-Scholes model. Future compensation resulting from option grants is based solely on the performance of the Company's stock price. The Black-Scholes Ratio of 0.209 was determined using the following assumptions: a volatility of 0.1824, an historic average dividend yield of 4.18%, a risk free interest rate of 6.94% and a 7-year option term. The values shown for the grants received by Mr. Heimbold on June 5, 1995 were reduced to reflect the stock price appreciation thresholds outlined in footnotes 4 through 6. (4) This award becomes exercisable when the price of Bristol-Myers Squibb Common Stock increases by 30% over the exercise price to $87.18125 and remains at that price for 15 consecutive trading days. Modifying the Black-Scholes model to reflect the price appreciation threshold for exercisability results in a new ratio of 0.1622. (5) This award becomes exercisable when the price of Bristol-Myers Squibb Common Stock increases by 50% over the exercise price to $100.59375 and remains at that price for 15 consecutive trading days. Modifying the Black-Scholes model to reflect the price appreciation threshold for exercisability results in a new ratio of 0.1516. (6) This award becomes exercisable when the price of Bristol-Myers Squibb Common Stock increases by 70% over the exercise price to $114.00625 and remains at that price for 15 consecutive trading days. Modifying the Black-Scholes model to reflect the price appreciation threshold for exercisability results in a new ratio of 0.1377. In years 9 and 10 of the award term, the threshold required for exercisability becomes $100.59375. (footnotes continued on next page) 12 (footnotes continued from previous page) (7) The 'Grant Date Present Value' shown is the incremental gain to all stockholders as a group which would result from the application of the same assumptions to all shares outstanding on March 7, 1995, as was used to estimate the 'Grant Date Present Value' of options listed above. (8) Information based on all stock option grants made to employees in 1995, including TeamShare grants. Exercise price shown is the weighted average of all grants. Actual exercise prices ranged from $58.00 to $84.75, reflecting the Fair Market Value of the stock on the date of the option grants. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES(1)
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED 'IN THE MONEY'(2) SHARES OPTIONS/SARS AT OPTIONS/SARS AT ACQUIRED ANNUALIZED FISCAL YEAR-END FISCAL YEAR-END ON VALUE VALUE # $ EXERCISE REALIZED REALIZED --------------------------- --------------------------- NAME # $ $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - --------------------------- -------- ---------- ---------- ----------- ------------- ----------- ------------- C.A. Heimbold, Jr. ........ 0 $ 0 $ 0 672,080 535,000 $18,808,414 $10,380,313(3) M.E. Autera................ 18,330 $ 639,259 $ 67,405 214,360 167,900 $ 5,698,103 $ 4,609,563 K.E. Weg................... 0 $ 0 $ 0 182,920 134,606 $ 7,149,421 $ 3,698,657 M.F. Mee................... 0 $ 0 $ 0 11,250 63,750 $ 348,047 $ 1,739,766 L.E. Rosenberg, M.D. ...... 0 $ 0 $ 0 125,750 30,000 $ 2,939,711 $ 695,625 R.L. Gelb.................. 77,330 $3,615,178 $373,534 1,017,000 0 $28,953,688 $ 0
- ------------ (1) All options were granted at 100% of Fair Market Value. Optionees may satisfy the exercise price by submitting currently owned shares and/or cash. Income tax withholding obligations may be satisfied by electing to have the Company withhold shares otherwise issuable under the option with a Fair Market Value equal to such obligations. (2) Calculated based upon the December 31, 1995 Fair Market Value share price of $85.1875 less the share price to be paid upon exercise. (3) For Mr. Heimbold, the value of 'Unexercisable' stock options includes the year-end value of stock options which have price thresholds for exercisability as outlined in footnotes (4), (5) and (6) of the preceding table. Mr. Heimbold will only realize the portion of the listed value relating to these stock options once those price thresholds are attained. As of year end 1995, the price of Bristol-Myers Squibb Common Stock was below the appreciation thresholds. LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE PAY-OUTS UNDER NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLAN(1) SHARES, UNITS UNTIL MATURATION ----------------------------------- OR OTHER RIGHTS OR PAY-OUT THRESHOLD TARGET MAXIMUM --------------- --------------------------------- --------- ---------- ---------- C.A. Heimbold, Jr. ............... $ 1,000,000 Three-Year Period Ending in 1997 $432,000 $1,000,000 $2,400,000 M.E. Autera....................... $ 400,000 Three-Year Period Ending in 1997 $172,800 $ 400,000 $ 960,000 K.E. Weg.......................... $ 400,000 Three-Year Period Ending in 1997 $172,800 $ 400,000 $ 960,000 M.F. Mee.......................... $ 250,000 Three-Year Period Ending in 1997 $108,000 $ 250,000 $ 600,000 L.E. Rosenberg, M.D. ............. $ 250,000 Three-Year Period Ending in 1997 $108,000 $ 250,000 $ 600,000 R.L. Gelb......................... $ 0 -- $ 0 $ 0 $ 0
- ------------ (1) Pay-outs under the Plan will be based on the achievement of growth in earnings per share, sales and cash flow. The pay-out resulting from these measures may be reduced or increased based on total shareholder returns versus peer group companies over the three-year performance period. The target award will be paid if 100% of the targeted growth rate for these measures is achieved and total shareholder return is at the median of the peer group. Performance below the threshold level will result in no pay-out. Performance above the maximum level will result in the maximum pay-out. 13 BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION As was earlier described in the section on Committees of the Board (pp. 5 and 6), the Compensation and Management Development Committee is responsible for administering the compensation program for executive officers of the Company. The Committee is composed exclusively of directors who are 'disinterested persons' as defined by the Securities and Exchange Commission rules and are neither employees or former employees of the Company nor eligible to participate in any of the executive compensation programs. Additionally, members of this Committee meet the definition of 'outside director' for purposes of administering compensation programs to meet the tax deductibility criteria included in Section 162(m) of the Internal Revenue Code. The Company's executive compensation program is based upon a pay-for- performance philosophy. Under the Company's program an executive's compensation consists of three components: base salary, an annual incentive (bonus) payment, and long-term incentives (which may include cash-based awards, stock-based awards and stock options). The Company's executive compensation program is designed to provide overall compensation, when targeted levels of performance are achieved, which is above the median of pay practices of a peer group of twelve large and high performing industry competitors. The corporations making up the peer companies group are Abbott Laboratories, American Home Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn, Inc., Pfizer, Inc., The Procter & Gamble Company, Rhone-Poulenc Rorer Inc., Schering-Plough Corporation, and Warner-Lambert Company. The Upjohn Company, which had been included in the peer group companies in prior years, has merged with Pharmacia to form Pharmacia-Upjohn. Compared to the peer companies group, Bristol-Myers Squibb ranked fourth largest as measured by sales, second in operating earnings, fourth in market capitalization and has historically performed strongly versus competitors and the broader array of companies represented in the Fortune 500 and S&P 500 based on return on equity, net earnings as a percent of sales and earnings per share growth over the five-year period. The Company is the second highest among the peer group in total dividends paid. At the time the Committee makes executive compensation decisions, the Committee reviews individual performance and Company performance versus that of the peer companies group. When 1995 compensation decisions were made, the Committee reviewed the return on equity, net earnings as a percent of sales, sales growth and net earnings per share growth over the prior five years. For this period, after adjusting for nonrecurring and unusual items for both Bristol-Myers Squibb and the peer companies group, the Company was a leader in the measures of return on equity and net earnings as a percent of sales in comparison to both the peer companies group and exceeded the levels of companies represented in the Fortune 500 (the performance of this index approximating the performance of the S&P 500). Additionally, in making its compensation decisions, the Committee reviewed data concerning the levels of executive pay among the peer companies group and other high performing and similarly sized companies for comparison purposes. This data included analyses provided by independent compensation consultants. The executive compensation program is designed to provide value to the executive based on the extent individual performance, Company performance versus budgeted earnings targets, longer term financial performance and share price appreciation meet, exceed or fall short of expectations. When expectations are not met, an executive is paid less than the targeted level of compensation under the program. As noted below, the executives received no pay-outs in the long-term performance awards which would have been paid at the end of 1995. Correspondingly, only when expectations are exceeded can incentive payments exceed target levels. BASE SALARY -- An executive's base salary is determined by an assessment of her/his sustained performance against her/his individual job responsibilities including, where appropriate, the impact of such performance on the business results of the Company, current salary in relation to the salary range designated for the job, experience and mastery, and potential for advancement. ANNUAL INCENTIVES -- Payments under the Company's annual incentive plan, the Performance Incentive Plan, are tied to the Company's level of achievement of annual operating pretax earnings targets, establishing a direct link between executive pay and Company profitability. Annual operating pretax earnings targets for the overall Company and each operating group are based upon the earnings budget for the Company as reviewed by the Board of Directors. An individual executive's 14 annual incentive opportunity is a percentage of her/his salary determined by the executive's job level. Actual annual incentive payments are determined by applying a formula based on operating pretax earnings performance to each individual's annual incentive opportunity. Applying this formula results in payments at the targeted incentive opportunity level when budgeted earnings are achieved and payments below the targeted level when earnings are below those set by the budget. The formula provides for payments above the targeted level only when actual earnings exceed budgeted levels of operating pretax earnings. For 1995 awards, operating pretax earnings budgets were established at annual growth levels which exceeded prior year actual growth and support the attainment of the Company's objective to double 1993 sales and earnings by the end of the year 2000. Those budgets were exceeded resulting in above target payments to executives. LONG-TERM INCENTIVES -- The Company's long-term incentives are in the form of stock option awards and long-term performance awards. The objective of these awards is to advance the longer-term interests of the Company and its stockholders and complement incentives tied to annual performance. These awards provide rewards to executives based upon the creation of incremental stockholder value and the attainment of long-term financial goals. Stock options only produce value to executives if the price of the Company's stock appreciates, thereby directly linking the interests of executives with those of stockholders. The number of stock options granted is based on the grade level of an executive's position and the executive's performance in the prior year and the executive's potential for continued sustained contributions to the Company's success. The size of previous option grants and the number of options currently held by an executive are not taken into account in determining the number of options granted. The executive's right to the stock options vests over a four- year period and each option is exercisable, but only to the extent it has vested, over a ten-year period following its grant. In order to preserve the linkage between the interests of executives and those of stockholders, executives are expected to retain the shares obtained on the exercise of their stock options, after satisfying the cost of exercise and taxes, except in specific cases of special financial need. The pay-outs of the historic long-term performance awards shown in the Summary Compensation Table were made ratably only to the extent that the Company achieved the earnings per share growth objectives established at the time the award was made. For the award cycles shown in the Summary Compensation Table for the four-year periods ending in 1993 and 1994, performance fell short of plan targets, resulting in pay-outs of 84.7% and 35.1% of target, respectively. For the four-year period ending in 1995, performance fell short of the threshold required for payment, and no payment was made in relation to this award. For 1995, the Committee, with the assistance of an external, independent executive compensation consulting firm, undertook a comprehensive review of the Company's executive compensation programs and practices. As a result of this review, the Committee decided that long-term performance awards should be reinstated and stock option award guidelines should be reduced. The stock option award guidelines were reduced from the levels used in 1993 and 1994 when stock options were the only form of long-term awards granted. This action is consistent with competitive practice and provides a balanced emphasis on both stock price appreciation and the attainment of the Company's long-term financial growth objectives. Pay-outs under the Plan for the 1995 to 1997 performance cycle will be based on the achievement of targeted growth in earnings per share, sales and cash flow. The pay-out resulting from these measures may be reduced or increased based on total stockholder returns (share price appreciation plus reinvested dividends) versus peer group companies over the three-year performance period. These targets more closely align the Company's compensation programs with total shareholder return. CEO COMPENSATION The compensation for Mr. Heimbold results from his participation in the same compensation program as the other executives of the Company. His 1995 compensation was set by the Committee, applying the principles outlined above in the same manner as they were applied to the other executives of the Company. Mr. Heimbold's cash compensation increase reflects the increased level of responsibilities he assumed accompanying his election as Chairman of the Board in addition to the responsibilities of 15 Chief Executive Officer and President, and his compensation versus the peer companies group. Mr. Heimbold's annual bonus, as was discussed previously, is based upon the degree to which the overall Company achieves its pretax earnings budget. For 1995, the Company's overall performance resulted in a bonus pay-out to Mr. Heimbold equal to 123.5% of his targeted award. Mr. Heimbold participates in the Company's long-term performance award plan. Pay-outs under this plan for the 1995 to 1997 performance cycle are contingent upon achieving aggressive growth objectives in sales, earnings per share and cash flow over a three-year performance period. To provide additional incentive to produce stockholder returns to exceed those of the peer companies' group, a total stockholder return measure was added to the financial measures used in Mr. Heimbold's long-term award, as was done for all plan participants. The majority of Mr. Heimbold's incentive opportunities are in the form of stock options. On March 7, 1995, he received a stock option award of 135,000 shares under the annual award guidelines applied to all executives of the Company. On June 4, 1995, he received a special stock option award of 400,000 shares in recognition of his election to the position of Chairman of the Board on May 2, 1995. This special award was based on a study of grant practices of large industry competitors as well as other high performing companies of similar size. This special award will become exercisable only if meaningful increases in stock price appreciation are realized. The first one-third of this award will become exercisable only when the price of Company Common Stock increases to $87.18125, 30% over the exercise price. The second one-third of this award will become exercisable only when the price of the Company Common Stock increases to $100.59375, 50% over the exercise price. The final one-third of the award will become exercisable only when the price of the Company Common Stock increases to $114.00625, 70% over the exercise price. In years 9 and 10 of the award term, the price appreciation threshold required for exercisability becomes $100.59375. The daily closing stock price must remain above these threshold price appreciation levels for at least 15 consecutive trading days on the New York Stock Exchange. The Committee believes that the program it has adopted, with its emphasis on long-term compensation, serves to focus the efforts of the Company's executives on the attainment of a sustained high rate of Company growth and profitability for the benefit of the Company and its stockholders. Deductibility of Compensation Over $1 Million In 1993, the Omnibus Budget Reconciliation Act of 1993 (the 'Act') was enacted. The Act includes potential limitations on the deductibility of compensation in excess of $1 million paid to the Company's five highest paid officers beginning in 1995. Based on the regulations issued by the Internal Revenue Service to implement the Act, the Company has taken the necessary actions to ensure the deductibility of payments under the annual incentive plan and long-term awards plans. The Company will continue to take the necessary actions to maintain the deductibility of payments under both plans. Compensation and Management Development Committee James D. Robinson III, Chairman Robert E. Allen Ellen V. Futter John D. Macomber Andrew C. Sigler PERFORMANCE GRAPHS The following graphs compare the performance of the Company for the periods indicated with the performance of the Standard & Poor's 500 Stock Index (S&P 500) and the average performance of a group consisting of the Company's peer corporations on a line-of-business basis. As previously noted, the corporations making up the peer companies group are Abbott Laboratories, American Home Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn, Inc., Pfizer, Inc., The Procter & Gamble Company, Rhone-Poulenc Rorer Inc., Schering-Plough Corporation and Warner-Lambert Company. Total Return indices reflect reinvested dividends and are weighted using beginning-period market capitalization for each of the reported time periods. This peer companies group is the group used by the Company for comparisons in measuring Company performance for compensation purposes. This group is consistent with the group used in the 1995 Proxy Statement. 16 COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN [PERFORMANCE GRAPH]
1990 1991 1992 1993 1994 1995 Bristol-Myers Squibb $100 $136 $107 $ 97 $103 $158 Peer Companies Group 100 155 137 133 152 237 S&P 500 100 130 140 155 157 215
Assumes $100 invested on 12/31/90 in Bristol-Myers Squibb Common Stock, S&P 500 Index and Peer Companies Group Index. Values are as of December 31 of specified year assuming that dividends are reinvested. COMPARISON OF 10-YEAR CUMULATIVE TOTAL RETURN [PERFORMANCE GRAPH]
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 Bristol-Myers Squibb $100 $128 $132 $151 $195 $241 $328 $261 $234 $248 $380 Peer Companies Group 100 135 149 170 246 293 452 402 388 445 693 S&P 500 100 119 125 146 192 186 242 258 287 291 400
Assumes $100 invested on 12/31/85 in Bristol-Myers Squibb Common Stock, S&P 500 Index and Peer Companies Group Index. Values are as of December 31 of specified year assuming that dividends are reinvested. 17 PENSION BENEFITS The following table sets forth the aggregate annual benefit payable upon retirement at normal retirement age for each level of remuneration specified at the listed years of service. PENSION PLAN TABLE
YEARS OF SERVICE -------------------------------------------------------------------------------------------- REMUNERATION 15 20 25 30 35 40 45 - ------------------------- -------- ---------- ---------- ---------- ---------- ---------- ---------- $ 100,000................ $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000 $ 80,000 $ 90,000 250,000................ 75,000 100,000 125,000 150,000 175,000 200,000 225,000 500,000................ 150,000 200,000 250,000 300,000 350,000 400,000 450,000 750,000................ 225,000 300,000 375,000 450,000 525,000 600,000 675,000 1,000,000............... 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1,250,000............... 375,000 500,000 625,000 750,000 875,000 1,000,000 1,125,000 1,500,000............... 450,000 600,000 750,000 900,000 1,050,000 1,200,000 1,350,000 1,750,000............... 525,000 700,000 875,000 1,050,000 1,225,000 1,400,000 1,575,000 2,000,000............... 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 1,800,000 2,250,000............... 675,000 900,000 1,125,000 1,350,000 1,575,000 1,800,000 2,025,000 2,500,000............... 750,000 1,000,000 1,250,000 1,500,000 1,750,000 2,000,000 2,500,000 2,750,000............... 825,000 1,100,000 1,375,000 1,650,000 1,925,000 2,200,000 2,475,000 3,000,000............... 900,000 1,200,000 1,500,000 1,800,000 2,100,000 2,400,000 2,700,000
Pension benefits are determined by final average annual compensation where annual compensation is the sum of the amounts shown in the columns labeled 'Salary' and 'Bonus' in the Summary Compensation Table. Benefit amounts shown are straight-life annuities before the deduction for Social Security benefits. The executive officers named in the Summary Compensation Table have the following years of credited service for pension plan purposes: C.A. Heimbold, Jr. -- 32 years; M.E. Autera -- 28 years; K.E. Weg -- 27 years; M.F. Mee -- 2 years; L.E. Rosenberg -- 5 years; and R.L. Gelb -- 45 years. EXECUTIVE AGREEMENTS On June 1, 1995, the Company entered into a consulting agreement with Mr. Richard L. Gelb, Chairman Emeritus of the Company and former Chairman of the Board and director of the Company. Under the agreement, the Company will have access to Mr. Gelb's knowledge and expertise accumulated during his 45 years with the Company, including 22 years as its CEO. The agreement runs for five years. Mr. Gelb was compensated $233,334 under this agreement in 1995. In addition, the Company will reimburse Mr. Gelb for reasonable expenses he incurs in connection with the services he provides to the Company under the agreement. Under a consulting agreement with the Company, Ambassador Bruce S. Gelb, a former employee, Vice Chairman and director of the Company and brother of Richard L. Gelb, has provided advice and counsel to the Company on matters in his areas of expertise. The amount paid to Ambassador Gelb under the agreement for the services rendered to the Company was $100,000 in 1995. In addition, the Company reimbursed Ambassador Gelb for reasonable expenses he incurred in connection with the services he provided to the Company under this agreement. This agreement expired on December 31, 1995. PROPOSAL 1 -- ELECTION OF DIRECTORS Three directors are to be elected at the meeting for three-year terms ending at the 1999 Annual Meeting. Ellen V. Futter, Andrew C. Sigler and Louis W. Sullivan, M.D. have been nominated by the Board of Directors for election at this Annual Meeting. Ms. Futter, Mr. Sigler and Dr. Sullvan are presently directors of the Company. The accompanying proxy will be voted for the Board of Directors' nominees, except where authority to so vote is withheld. Should any nominee be unable to serve, the proxy will be voted for such person as shall be designated by the Board of Directors. 18 PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS The Board of Directors of Bristol-Myers Squibb has appointed Price Waterhouse as independent accountants for the year 1996, subject to ratification by the stockholders. The Audit Committee recommended Price Waterhouse to the full Board of Directors. Price Waterhouse, because of its high standing in its field, is considered to be eminently qualified to perform this important function. A representative of Price Waterhouse is expected to be present at the Annual Meeting and will have the opportunity to make a statement if desired, and such representative is expected to be available to respond to appropriate questions. The Board of Directors recommends a vote FOR the ratification of the appointment of Price Waterhouse. In the event the stockholders fail to ratify the appointment, it will be considered as a direction to the Board of Directors to select another independent accounting firm. It is understood that even if the selection is ratified, the Board of Directors, in its discretion, may direct the appointment of a new independent accounting firm at any time during the year if the Board of Directors feels that such a change would be in the best interests of the Company and its stockholders. PROPOSAL 3 -- STOCKHOLDER PROPOSAL RELATING TO ANNUAL ELECTION OF DIRECTORS Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, D.C. 20037, who holds of record 120 shares of Common Stock, has informed the Company that she intends to present to the meeting the following resolution: RESOLVED: 'That the shareholders of Bristol-Myers Squibb recommend that the Board of Directors take the necessary steps to reinstate the election of directors ANNUALLY, instead of the stagger system which was recently adopted.' REASONS: 'Until recently, directors of Bristol-Myers Squibb were elected annually by all shareholders.' 'The great majority of New York Stock Exchange listed corporations elect all their directors each year.' 'This insures that ALL directors will be more accountable to ALL shareholders each year and to a certain extent prevents the self-perpetuation of the Board.' 'Last year the owners of 125,462,056 shares, representing approximately 35% of shares voting, voted FOR this proposal.' 'If you AGREE, please mark your proxy FOR this resolution.' BOARD OF DIRECTORS' POSITION In 1984 the stockholders of the Company decided, by a vote at the Annual Meeting, to divide the Board of Directors into three classes with the number of directors in each class being as nearly equal as possible. Each director serves a three-year term and directors for one of the three classes are elected each year. Similar procedures for this staggered election approach have been adopted by many major corporations and, in fact, more than half of the other Fortune 500 companies provide for the election of their directors in this manner. The staggered election of directors is intended to provide continuity of experienced directors on the Board and prevent a precipitous change in the composition of the Board. With staggered elections, at least two annual stockholder meetings would be required to effect a change in control of the Board of Directors. One benefit derived from that situation is an enhancement of management's ability to negotiate in the best interest of all the stockholders with a person seeking to gain control of the corporation. A further benefit is the assurance of continuity and stability in the management of the business and affairs of the Company since a majority of the directors will always have prior experience as directors of the Company. At the time the classified board approach was adopted, it was supported by over 70% of the stockholders voting on the proposal. It has continued to receive the same high level of support throughout the past ten years when this same stockholder has challenged the process with this same 19 resolution. In each of those years the stockholder's resolution was defeated with between 84.5% and 65% of the votes cast voting to defeat it. Accordingly, the Board of Directors recommends a vote AGAINST the proposed resolution. 1997 PROXY PROPOSALS Stockholder proposals relating to the Company's 1997 Annual Meeting of Stockholders must be received by the Company at its principal executive offices, 345 Park Avenue, New York, New York 10154, attention Corporate Secretary, no later than November 18, 1996. 20 YOUR VOTE IS IMPORTANT PLEASE SIGN, DATE AND RETURN YOUR PROXY [LOGO] BRISTOL-MYERS SQUIBB COMPANY ['RECYCLED' LOGO] Printed on recycled paper APPENDIX 1 NOTICE OF SAVINGS CARD [LOGO] BRISTOL-MYERS SQUIBB COMPANY BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM - ------- The enclosed Notice of 1996 Annual Meeting and Proxy Statement is being provided to you as a participant in the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program pursuant to regulations of the Securities and Exchange Commission. These regulations are designed to provide you with current information regarding Bristol-Myers Squibb Company and Bristol-Myers Squibb Company Common Stock which represents the investment of the Company Stock-based fund in the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan and the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program. If you are the owner of record of Bristol-Myers Squibb shares outside the Plans, a copy of the 1995 Annual Report has already been sent to you as a registered owner; otherwise a copy of the 1995 Annual Report is enclosed. Participants who had funds invested in one of the Company Stock-based funds on the record date for the 1996 Annual Meeting additionally receive the opportunity to instruct the Trustee of the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program how to vote the Common Stock attributable to their accounts at the 1996 Annual Meeting of Stockholders. Since you did not have any funds invested in the Company's Stock-based funds of any of these Plans on the record date for the 1996 Annual Meeting, NO ACTION IS REQUIRED ON YOUR PART. PLEASE HELP US We attempt to eliminate all duplicate mailings to the extent permitted under applicable laws and regulations. If you receive duplicate mailings of any of the enclosed materials using different versions of your name and/or address, please send us copies of all the address imprints for all the materials you received and indicate the preferred name and/or address you want us to use for all the mailings. We will eliminate duplicate mailings where possible. Mail copies of address imprints to Stockholder Services, Suite 4100 DM, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154. APPENDIX 2 NOMINEE CARD PROXY [LOGO] BRISTOL-MYERS SQUIBB COMPANY - -------------------------------------------------------------------------------- ANNUAL MEETING OF STOCKHOLDERS MAY 7, 1996 The undersigned hereby appoints C.A. HEIMBOLD, JR., R.E. ALLEN and J.D. MACOMBER, and each of them, proxies, with full power of substitution in each of them, for and on behalf of the undersigned to vote as proxies, as directed and permitted herein, at the Annual Meeting of Stockholders of the Company to be held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May 7, 1996 at 9:45 A.M., and at any adjournments thereof upon matters set forth in the Proxy Statement and, in their judgment and discretion, upon such other business as may properly come before the meeting. - -------------------------------------------------------------------------------- PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3. - -------------------------------------------------------------------------------- PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS [X] PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS 1 AND 2. FOR WITHHELD ALL FOR ALL 1. ELECTION OF DIRECTORS [ ] [ ] E. V. FUTTER, A. C. SIGLER AND L. W. SULLIVAN, M.D. FOR AGAINST ABSTAIN 2. APPOINTMENT OF [ ] [ ] [ ] ACCOUNTANTS THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' PROPOSAL 3. FOR AGAINST ABSTAIN 3. ANNUAL ELECTION [ ] [ ] [ ] OF DIRECTORS WITHHELD FOR THE FOLLOWING NOMINEE(S) ONLY (WRITE NAME(S) BELOW): - --------------------------------------------- PLEASE SIGN HERE exactly as your name(s) appear(s) to the left Signature ----------------------------------------- Signature ----------------------------------------- Dated ----------------------------------------- When signing as attorney, executor, administrator, trustee or guardian, please give full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by athorized person. APPENDIX 3 VOTING INSTRUCTION CARD P R O X Y V O T I N G I N S T R U C T I O N S [LOGO] BRISTOL-MYERS SQUIBB COMPANY BRISTOL-MYERS SQUIBB COMPANY SAVINGS AND INVESTMENT PROGRAM BRISTOL-MYERS SQUIBB COMPANY EMPLOYEE INCENTIVE THRIFT PLAN BRISTOL-MYERS SQUIBB PUERTO RICO, INC. SAVINGS AND INVESTMENT PROGRAM IMPORTANT PLEASE COMPLETE AND RETURN The enclosed Notice of the 1996 Annual Meeting and Proxy Statement is being provided to you as a participant in the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program. If you are also the owner of record of Bristol-Myers Squibb shares outside the Plans, a copy of the 1995 Annual Report has already been sent to you as a registered owner; otherwise a copy of the 1995 Annual Report is enclosed. Participants in any of the Plans who had funds invested in a Bristol-Myers Squibb Company Common Stock-based investment fund on the record date for the 1996 Annual Meeting may instruct the plan Trustee how to vote the shares attributable to their account by completing the reverse side of this card and returning it by April 26, 1996. Shares of Common Stock for which no voting instructions are received by the Trustee by April 26, 1996 will be voted in the same proportion as the shares as to which it has received instructions. Bristol-Myers Squibb Company urges you to COMPLETE, DATE, SIGN and RETURN this confidential voting instruction card TODAY. PLEASE HELP US We attempt to eliminate all duplicate mailings to the extent permitted under applicable laws and regulations. If you receive duplicate mailings of any of the enclosed materials using different versions of your name and/or address, please send us copies of all the address imprints for all the materials you received and indicate the preferred name and/or address you want us to use for all the mailings. We will eliminate duplicate mailings where possible. Mail copies of address imprints to Stockholder Services, Suite 4100 DM, Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154. The shares represented by these Voting Instructions will be voted as directed below. WHERE NO DIRECTION IS GIVEN WHEN THE SIGNED VOTING INSTRUCTIONS ARE RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEM 3. PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X] To Trustee: The undersigned hereby directs the Trustee to vote, in person or by proxy, at the Annual Meeting of Stockholders of Bristol-Myers Squibb Company to be held on May 7, 1996, or any adjournment thereof, all full and fractional shares of Common Stock of Bristol-Myers Squibb Company credited to my account under the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan or the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program as indicated below. THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS 1 AND 2. FOR WITHHELD ALL FOR ALL 1. ELECTION OF DIRECTORS [ ] [ ] E. V. FUTTER, A. C. SIGLER AND L. W. SULLIVAN, M.D. FOR AGAINST ABSTAIN 2. APPOINTMENT OF [ ] [ ] [ ] ACCOUNTANTS THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' PROPOSAL 3. FOR AGAINST ABSTAIN 3. ANNUAL ELECTION [ ] [ ] [ ] OF DIRECTORS WITHHELD FOR THE FOLLOWING NOMINEE(S) ONLY (WRITE NAME(S) BELOW): - --------------------------------------------- Signature(s) Date -------------------------------------------- ------------- FOLD AND DETACH HERE RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING APPENDIX 4 PROXY CARD [Logo] BRISTOL-MYERS SQUIBB COMPANY ANNUAL MEETING OF STOCKHOLDERS MAY 7, 1996 IMPORTANT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS YOU INDICATE ON THE REVERSE SIDE OF THIS CARD, OR WHERE NO CONTRARY INDICATION IS MADE, WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3. The full text of the proposals and the position of the Board of Directors on each appears in the Proxy Statement and should be reviewed prior to voting. PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY P R O X Y COMMENTS HOTEL DUPONT 11th & Market Streets, Wilmington, DE 19801 (302)594-3100 DIRECTIONS BY CAR: FROM BALTIMORE OR FROM NEW JERSEY FROM PHILADELPHIA DOWNSTATE DELAWARE: (New Jersey Turnpike): (I-95 South): 1. Take I-95 North to Wilmington Exit 7 1. Take the New Jersey Turnpike South 1. Take I-95 South through Chester to marked 'Route 52, Delaware Avenue'. to Delaware Memorial Bridge. Wilmington. 2. From right lane, take Exit 7 onto 2. After crossing the Delaware Memorial 2. Follow I-95 South to Exit 7A marked '52 Adams Street. Bridge, follow signs to I-95 North. South, Delaware Avenue'. 3. At the third traffic light on Adams 3. From I-95 North, follow steps 1-5 3. Follow exit road (11th Street) to Street, turn right onto 11th Street. outlined in directions 'From Baltimore intersection with Delaware Avenue marked 4. At the intersection of Delaware or Downstate Delaware'. '52 South, Business District'. Avenue, bear left, continuing on 11th 4. At Delaware Avenue intersection, bear Street. left, continuing on 11th Street. 5. Follow 11th Street through four 5. Follow 11th Street through four traffic traffic lights. Hotel duPont is on the lights. Hotel duPont is on the right. right.
LIMITED COMPLIMENTARY PARKING for stockholders attending the 1996 Annual Meeting is available at the HOTEL CAR PARK, located on Orange Street between 11th and 12th Streets approximately one block from the hotel. SHOW YOUR ADMISSION TICKET TO THE PARKING ATTENDANT TO RECEIVE COMPLIMENTARY PARKING. Valet Parking is also available at the Hotel duPont at your own expense. DIRECTIONS BY TRAIN: Amtrak train service is available into Wilmington, Delaware station. The Hotel duPont is located approximately twelve blocks from the train station. The shares represented by this proxy will be voted as directed by the stockholder. WHERE NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEM 3. PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE [X] The undersigned hereby appoints C. A. Heimbold, Jr., R. E. Allen and J. D. Macomber and each of them, proxies, with full power of substitution in each of them, for and on behalf of the undersigned to vote as proxies, as directed and permitted herein, at the Annual Meeting of the Stockholders of the Company to be held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May 7, 1996 at 9:45 A.M., and at any adjournments thereof upon matters set forth in the Proxy Statement and in their judgment and discretion, upon such other business as may properly come before the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS 1 AND 2. FOR WITHHELD ALL FOR ALL 1. ELECTION OF DIRECTORS [ ] [ ] E. V. FUTTER, A. C. SIGLER AND L. W. SULLIVAN, M.D. FOR AGAINST ABSTAIN 2. APPOINTMENT OF [ ] [ ] [ ] ACCOUNTANTS WITHHELD FOR THE FOLLOWING NOMINEE(S) ONLY (WRITE NAME(S) BELOW): - --------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' PROPOSAL 3. FOR AGAINST ABSTAIN 3. ANNUAL ELECTION [ ] [ ] [ ] OF DIRECTORS I PLAN TO ATTEND THE ANNUAL MEETING. [ ] I HAVE NOTED COMMENTS ON THE REVERSE SIDE OF THIS CARD. [ ] Signature(s) Date -------------------------------------------- ------------- NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. FOLD AND DETACH PROXY CARD HERE RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING ADMISSION TICKET [LOGO] BRISTOL-MYERS SQUIBB COMPANY 1996 ANNUAL MEETING OF STOCKHOLDERS Tuesday, May 7, 1996 9:45 A.M. Hotel duPont 11th & Market Streets Wilmington, Delaware NON-TRANSFERABLE NON-TRANSFERABLE SEE REVERSE SIDE FOR DIRECTIONS TO THE HOTEL DUPONT -----END PRIVACY-ENHANCED MESSAGE-----