Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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
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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][Logo] Bristol-Myers Squibb Company
March 16, 199819, 1999
NOTICE OF DEAR FELLOW STOCKHOLDER:
19981999 ANNUAL
MEETING AND You are cordially invited to attend the Annual Meeting PROXY STATEMENT of Stockholders of Bristol-Myers Squibb
MEETING AND Company at the
TUESDAY, MAY 5, 1998 Hotel duPont, 11th and Market Streets, Wilmington, AT 9:45 A.M. Delaware, on Tuesday, May 5, 19984,
PROXY STATEMENT 1999 at 9:45 a.m.
HOTEL DU PONT
11TH AND MARKETTUESDAY, MAY 4, 1999 This booklet includes the Notice of Annual Meeting and STREETS the Proxy Statement. The Proxy Statement
AT 9:45 A.M. describes the
WILMINGTON business to be transacted at the meeting and provides DELAWARE other information concerning
HOTEL DU PONT the Company of which you should be aware of when you vote your shares.
11TH AND MARKET The principal business of the Annual Meeting will be the election of directors, ratification of
STREETS the appointment of the independent accountants, approval of an increase in the number of
WILMINGTON authorized shares of Common Stock and consideration of one stockholder-proposed resolution. As
DELAWARE in prior years, we plan to review the status of the Company's business at the meeting.
At last year's Annual Meeting over 86%83% 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 thatThis
year, registered stockholders can vote their shares via the Internet or by using a toll-free
telephone number. Instructions for using these convenient new services are provided on the proxy
card. Of course, you will be represented,may still vote your shares on the proxy card or voting instruction form. To
do so, 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 con-
fidentialityconfidentiality 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 and retainfor comments from our
registered stockholders. We urge you to use it to let us know your feelings about the bottom portion of the card asCompany or
to bring a particular matter to our attention. If you hold your admission ticket. If your shares are held through an intermediary,
such as a bank or broker, follow the
instructions in the Proxy Statementplease feel free 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 youwrite directly 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.us.
CHARLES A. HEIMBOLD, JR.
CHARLES A. HEIMBOLD, JR.
Chairman and Chief Executive Officer
[LOGO]
---------------------------------------------[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 5, 1998,4, 1999, 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 WaterhousePricewaterhouseCoopers LLP as
independent accountants for 1998;1999;
to approve an increase in the number of authorized shares of
Common Stock;
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 6, 19985, 1999 will be entitled to vote at the meeting.
By Order of the Board of Directors
AliceALICE C. BrennanBRENNAN
ALICE C. BRENNAN
Secretary
Dated: March 16, 199819, 1999
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 DATEVOTE VIA THE ENCLOSED PROXY CARDINTERNET, BY TELEPHONE OR PROXY VOTING
INSTRUCTION FORM AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDEDBY MAIL 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][Logo] Bristol-Myers Squibb Company
------------------------------
PROXY STATEMENT
------------------------------
TABLE OF CONTENTS
PAGE
----
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION........................................................ 1
VOTING SECURITIES AND PRINCIPAL HOLDERS.................................................................. 23
BOARD OF DIRECTORS....................................................................................... 45
Meetings of the Board............................................................................... 45
Compensation of Directors........................................................................... 45
Certain Business Relationships...................................................................... 56
Committees of the Board............................................................................. 56
Directors and Nominees.............................................................................. 67
COMPENSATION AND BENEFITS................................................................................ 1112
Executive Officer Compensation...................................................................... 1112
Summary Compensation Table....................................................................... 1213
Option/SAR Grants in the Last Fiscal Year........................................................ 1314
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year-End Option/SAR Values.... 14Values.................................................................... 15
Long-Term Incentive Plan Awards in Last Fiscal Year.............................................. 1416
Board Compensation Committee Report on Executive Compensation....................................... 1516
CEO Compensation................................................................................. 1718
Deductibility of Compensation Over $1 Million.................................................... 1819
Performance Graph................................................................................... 1820
Pension Benefits.................................................................................... 1921
Employment Agreement................................................................................ 2021
PROPOSALS TO BE VOTED UPON
Proposal 1 -- Election of Directors................................................................. 20Directors................................................................ 21
Proposal 2 -- Appointment of Independent Accountants................................................ 20Accountants............................................... 22
Proposal 3 -- Approval of an Increase in the Number of Authorized Shares of Common Stock........... 22
Proposal 4 -- Stockholder Proposal Relating to Annual Election of Directors......................... 20
1999Directors........................ 23
ADVANCE NOTICE PROCEDURES................................................................................ 24
YEAR 2000 PROXY PROPOSALS..................................................................................... 21PROPOSALS................................................................................ 24
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 5, 1998.4, 1999.
This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers
Squibb Company, including financial statements for 1997,1998, are being sent to all
stockholders of record as of the close of business on March 6, 19985, 1999 for delivery
beginning March 16, 1998.19, 1999. 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 6, 19985, 1999 will be
entitled to vote at the 19981999 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, 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 can simplify your voting and save
the Company expense by voting via the Internet or calling the toll-free number
listed on the proxy card. Internet and telephone voting information is provided
on the proxy card. A Control Number, located on the lower right of the proxy
card, is designated to verify a stockholder's identity and allow the stockholder
to vote the shares and confirm that the voting instructions have been recorded
properly. If you vote via the Internet or by telephone, there is no need to
return a signed proxy card.
If you choose not to vote via the Internet or by telephone, you may still
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
1
reasons set forth in more detail later in the Proxy Statement, the Board of
Directors recommends a vote FOR the election of directors, and FOR the ratification
of the appointment of Price Waterhouse
LLP. The BoardPricewaterhouseCoopers LLP and FOR the approval of Directors has decided notan
increase in the number of authorized shares of Common Stock from 2,250,000,000
to take a position FOR or4,500,000,000 shares, and AGAINST
the 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.
1
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
WaterhousePricewaterhouseCoopers LLP ('Price Waterhouse'('PricewaterhouseCoopers') and for the adoption of
theone stockholder-proposed resolution. The affirmative vote of a majority of the
outstanding shares of stock of the Company, as well as the affirmative vote of a
majority of the outstanding Common Stock of the Company voting as a class, is
required to authorize an increase in the Company's Common Stock by amending the
Restated Certificate of Incorporation.
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, or by a majority of the outstanding shares of stock
of the Company, as well as by a majority of the outstanding Common Stock of the
Company voting as a class, 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
2
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 6, 1998,5, 1999, there were 995,645,3971,986,920,868 shares
of $0.10 par value Common Stock ('Common Stock'), and 12,68011,587 shares of $2.00
Convertible Preferred Stock ('Preferred Stock') outstanding and entitled to
vote.
2
The following table sets forth, as of February 6, 1998,5, 1999, 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. The number
of shares has been adjusted to reflect the Company's stock split in February
1999.
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.
OF TOTAL NUMBER OF
SHARES BENEFICIALLY
TOTAL NUMBER OF PERCENT OF OWNED, SHARES WHICH MAY
SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN
NAME OWNED(a) OWNED 60 DAYS(b)
- ---------------------------- ------------------- ------------ -----------------------
R. E. Allen................. 34,523(c)76,148(c) *(d) 11,00026,000
L. B. Campbell.............. 1,024(c) * 0
V. D. Coffman............... 518(c)2,284(c) * 0
E. V. Futter................ 12,048(c)26,024(c) * 9,45018,000
L. V. Gerstner, Jr.......... 24,962(c)56,144(c)(e) * 7,50019,000
L. H. Glimcher, M.D......... 562(c)2,302(c) * 0
C. A. Heimbold, Jr.......... 2,677,699(f)4,858,468(f) * 2,360,700
J. D. Macomber.............. 26,815(c)(g)3,980,000
L. Johansson................ 3,000(c) * 0
J. L. McGoldrick............ 175,800492,596 * 142,500460,000
M. F. Mee................... 129,150(h)351,387(g) * 75,000205,000
P. S. Ringrose, Ph.D........ 90,087Ph.D. ...... 242,818 * 31,250135,000
J. D. Robinson III.......... 19,915(c)44,864(c) * 11,000
A. C. Sigler................ 18,315(c) * 11,00026,000
L. W. Sullivan, M.D......... 7,059(c)(i)19,468(c)(h) * 5,00014,000
K. E. Weg................... 683,660(j)1,655,429(i) * 628,3001,406,267
All Directors and Officers
as a Group
(c)(d)(e)(f)(g)(h)(i)(j)(k).. 5,869,260 0.6% 4,865,437... 10,707,472 0.5% 8,402,970
- ------------
(a) Shares beneficially owned includes direct and indirect ownership of shares
and deferred equivalent shares, and stock options that are currently
exercisable.
(b) Includes stock options that are currently exercisable plus stock options
that are to be exercisable within 60 days.
(c) 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, Mr. Campbell, Mr. Coffman,
Ms. Futter, Mr. Gerstner, Dr. Glimcher, Mr. Macomber,Johansson, Mr. Robinson Mr. Sigler and
Dr. Sullivan
(footnotes continued on next page)
3
(footnotes continued from previous page)
hold 22,589, 500, 1,602, 1,315, 562, 1,315, 1,315, 1,31548,280, 1,024, 2,176, 4,248, 4,770, 2,302, 1,000, 3,664 and 1,8595,028 such
equivalent shares, respectively.
(d) Asterisk (*) represents less than 1% of stock.
(e) Includes 2,7475,574 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 300600 shares held
in trust for the benefit of Mr. Gerstner's wife over which neither he nor
she exercises voting or investment power.
(f) Includes 5,86811,736 shares held by members of Mr. Heimbold's family over which
he exercises shared voting and investment power and also includes 52,669138,868
shares owned by a family charitable foundation over which he exercises
shared voting and investment power. Also includes 9,73219,834 shares held in
trust for one of Mr. Heimbold's children over which he has neither voting
nor investment power. Also includes 2,360,7003,780,000 stock options that are
currently exercisable.
(g) Includes 3,300 shares held by members of Mr. Macomber's family over which
he exercises shared voting and investment power.
(h) Includes 50250 shares held by one of Mr. Mee's children over which he
exercises shared voting and investment power.
(i)(h) Includes 200440 shares owned jointly by Dr. Sullivan and his wife over which
he exercises shared voting and investment power.
(j)(i) Includes 557,3001,339,600 stock options that are currently exercisable.
(k)(j) Includes 9,72019,440 shares held jointly by other executive officers and their
respective spouses over which the officers exercise shared voting and
investment power. Also includes 8113,121 shares owned by or for children of
the other executive officers over which the officers exercise shared voting
and investment power.
34
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 1997,1998, there were eight regular meetings and twoone special meetingsmeeting of the
Board. Director aggregate attendance at Board and Committee meetings averaged
over 95%92%.
COMPENSATION OF DIRECTORS
In 1997,1998, the non-employee directors of the Company received an annual cash
retainer of $35,000. The Company requires that 25% of the retainer be 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. Non-employee directors received an
additional fee of $2,000 for attending each Board meeting, Board Committee
meeting and the Annual Meeting of Stockholders. In addition, the Chairmen of the
Audit Committee, the Compensation and Management Development Committee and the
Committee on Directors and Corporate Governance received an annual fee of
$10,000. In 1997, two1998, three non-employee directors 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. In addition to the annual cash
compensation discussed above, all non-employee directors received an award of
500 deferred share units, the value of which is determined by the value of
Bristol-Myers Squibb Company Common Stock. The Company's Retirement Plan for
Non-Employee Directors was terminated in 1996. Benefits existing under the Plan
were vested as of that time for all directors who had served on the Board as of
that 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 2,000 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
5
is granted. Each option becomes
4
exercisable in four equal installments
commencing on the earlier of the first anniversary of the date of the 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 following the grant date. In 1997,1998, options for a
total of 14,000 shares were granted, consisting of options for 2,000 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 fullypartially funded by life insurance policies
purchased by the Company on individual members and retired members of the Board
of Directors. In 1997,1998, the Company paid a total of $186,000$75,652 in premiums on
policies covering twelveeleven 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.
CERTAIN BUSINESS RELATIONSHIPS
During 1997,From time to time the Company engagedestablishes special councils to address
certain issues. Composition of such councils includes non-employee directors and
senior executives from the servicesCompany. During 1998, each non-employee director
received a fee of Violy Byorum & Partners
Holdings, LLC, of which James D. Robinson III is Chairman. Violy Byorum &
Partners Holdings, LLC acted as$2,000 for attending a financial advisor in connection with the
Company's acquisition of Abeefe S.A. in Peru.council meeting.
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
6
such key employees certify that they have read, understand and are not aware of
any
5
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 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 1997,1998, the committees of the Board held in the
aggregate a total of ten meetings; the Audit Committee having met three times,
the Compensation and Management Development Committee having met five times and
the Committee on Directors and Corporate Governance having met two times. There
were no meetings of the Executive Committee in 1997.1998.
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 teneleven directors, including the seveneight
directors whose present terms extend beyond the meeting. John D. Macomber, who has been a
director of the Company since 1993, will retire from the Board of Directors at
the Annual Meeting. Listed first below are
nominees for election for the 1998-20011999-2002 term followed by the directors in the
1996-19991997-2000 term and then the directors in the 1997-20001998-2001 term.
6
1998-2001 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 1989 and a director of
Squibb Corporation from 1986 to 1989. His present term expires at this
Annual Meeting. Mr. Gerstner co-chairs Achieve, an organization created by
United States governors and business leaders to establish high academic
standards in our nation's schools. He is a director of the Council on
Foreign Relations, and a member of the Smithsonian Board of Regents and the
board of Lincoln Center for the Performing Arts. Board Committees:
Committee on Directors and Corporate Governance and Executive Committee.
Age 56.
[PHOTO] CHARLES A. HEIMBOLD, JR.
Chairman of the Board and Chief Executive Officer of the Company. Mr.
Heimbold was elected Chairman of the Board in 1995, Chief Executive Officer
in 1994 and President in 1992. Mr. Heimbold was Executive Vice President of
the Company from 1989 until 1992. Director of the Company since 1989. His
present term expires at this Annual Meeting. He is a director of Mobil
Corporation and a trustee of the American Museum of Natural History. He is
a member of The Business Roundtable, The Business Council and the Council
on Foreign Relations. He is the Immediate Past Chairman 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 Penn-
sylvania. He is also a member of the Commonwealth Fund Commission on
Women's Health. Board Committee: Executive Committee. Age 64.
7
[PHOTO] KENNETH E. WEG
Executive Vice President of the Company since 1995 and President of the
Worldwide Medicines Group since 1997. Mr. Weg was President of the
Pharmaceutical Group from 1993 to 1996 and President of Pharmaceutical
Operations from 1991 to 1993. Director of the Company since 1995. His
present term expires at this Annual Meeting. Mr. Weg serves on the Board of
Directors of Fox Chase Cancer Center, the Board of Trustees of the
Foundation of the University of Medicine and Dentistry of New Jersey, the
Board of Trustees of the Princeton Medical Center and the Foundation for
New Jersey Public Broadcasting, Inc. He is also a member of the
Philadelphia Museum of Art Corporate Executive Committee. Age 59.
1996-19991999-2002 TERM
------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------
[PHOTO] VANCE D. COFFMAN
Chairman and Chief Executive Officer and Vice Chairman since 19971998 of Lockheed Martin
Corporation, a high technology aerospace and defense company. Director of
the Company since January 1998. His present term expires at the 1999this Annual Meeting.
Board Committee:Committees: Audit Committee on Directors and Corporate Governance.Compensation and Management
Development Committee. Age 53.
[Photo]54.
[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 1990.
Her present term expires at the 1999this Annual Meeting. Ms. Futter is a director
of J.P. Morgan & Co. Incorporated and of Consolidated Edison, Inc., as well
as 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 and a Partner of the New York City Partnership, Inc. Ms.
Futter is also a member of the Advisory Board of the Yale School of Management.
Board Committees: Audit Committee (Chairman) and Committee on Directors and
Corporate Governance. Age 48.
8
[PHOTO] ANDREW C. SIGLER
Chief Executive Officer from 1974 to 1996 and Chairman from 1979 to 1996 of
Champion International Corporation, a paper and wood products company.
Director of the Company since 1984. His present term expires at the 1999
Annual Meeting. Mr. Sigler is a director of AlliedSignal Inc., The Chase
Manhattan Corporation and General Electric Company. He is a member of the
Board of Trustees for Dartmouth College. Board Committees: Compensation and
Management Development Committee (Chairman) and Executive Committee. Age
66.49.
[PHOTO] LOUIS W. SULLIVAN, M.D.
President of Morehouse School of Medicine from 1981 to 1989 and since 1993.
From 1989 to 1993 Secretary of the United States Department of Health and
Human Services. Director of the Company since 1993. His present term
expires at the 1999this 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 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 and the International Foundation for Education
and Self-Help and a director of the Ethics Resource Center and United Way
of America. Board Committees: Audit Committee and Compensation and
Management Development Committee. Age 64.65.
8
1997-2000 TERM
------------------------------------------------------------------------------------------------------------------
[PHOTO] ROBERT E. ALLEN
Chairman and Chief Executive Officer from 1988 to 1997 of AT&T Corp., a
communications and information services company. Director of the Company
since 1986. His present term expires at the Year 2000 Annual Meeting. Mr.
Allen is a director of Pepsico, Inc. and Chrysler Corporation.DaimlerChrysler. He is a member of
The Business Council and
J.P. Morgan International Council and a trustee of Mayo Foundation and
Wabash College. He is a Past Chairman of The Business Council. Board
Committees: Audit Committee, Committee on Directors and Corporate Govern-
ance (Chairman) and Executive Committee. Age 64.
[PHOTO] LEWIS B. CAMPBELL
Chairman, President and Chief Executive Officer since February 1999 of
Textron Inc., an aircraft, automotive, industrial and financial services
company. Director of the Company since November 1998. His present term
expires at the Year 2000 Annual Meeting. Board Committees: Committee on
Directors and Corporate Governance (Chairman),and Compensation and Management
Development Committee and Executive Committee. He is a member of the Board of Visitors of the Fuqua
School of Business, Duke University. Age 63.
9
52.
[PHOTO] LAURIE H. GLIMCHER, M.D.
Irene Heinz Given Professor of Immunology at the Harvard School of Public
Health and Professor of Medicine at the Harvard Medical School since 1991.
Director of the Company since 1997. Her present term expires at the Year
2000 Annual Meeting. Dr. Glimcher is a director of Waters Corporation.
Board Committees: Audit Committee and Committee on Directors and Corporate
Governance. Age 46.47.
9
[PHOTO] JAMES D. ROBINSON III
Chairman and Chief Executive Officer since 1994 of RRE Investors, LLC, a private
information technology venture investment firm, and Chairman of Violy
Byorum & Partners Holdings, LLC, a private firm specializing in financial
advisory and investment banking activities in Latin America. He previously
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 Year 2000 Annual Meeting. Mr. Robinson is a director of Thethe
Coca-Cola Company, Cambridge Technology Partners, First Data Corporation
Union
Pacific Corporation and The Coleman Company.Concur Technologies, Inc. He is Chairman of the Board of
OverseersHonorary Co-Chairman of Memorial
Sloan-Kettering Cancer Center, a member of The Business Council and the
Council on Foreign Relations and an Honorary Trustee of The Brookings
Institution. Board Committees: AuditCommittee on Directors and Corporate
Governance, Compensation and Management Development Committee (Chairman)
and Executive Committee. Age 62.63.
1998-2001 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 1989 and a director of
Squibb Corporation from 1986 to 1989. His present term expires at the Year
2001 Annual Meeting. Mr. Gerstner co-chairs Achieve, an organization
created by United States governors and business leaders to establish high
academic standards in our nation's schools. He is a member of the Board of
Managers of Memorial Sloan-Kettering Cancer Center, a member of the
Smithsonian Board of Regents and a director of the Council on Foreign
Relations. Board Committees: Committee on Directors and Corporate
Governance and Executive Committee. Age 57.
10
[PHOTO] CHARLES A. HEIMBOLD, JR.
Chairman of the Board and Chief Executive Officer of the Company. Mr.
Heimbold was elected Chairman of the Board in 1995, Chief Executive Officer
in 1994 and President in 1992. Mr. Heimbold was Executive Vice President of
the Company from 1989 until 1992. Director of the Company since 1989. His
present term expires at the Year 2001 Annual Meeting. He is a director of
Mobil Corporation and a trustee of the American Museum of Natural History.
He is a member of The Business Roundtable, The Business Council and the
Council on Foreign Relations. He is 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. Board Committee: Executive
Committee. Age 65.
[PHOTO] LEIF JOHANSSON
President of AB Volvo and Chief Executive Officer since 1997 of the Volvo
Group, an automotive company. Director of the Company since 1998. His
present term expires at the Year 2001 Annual Meeting. He is chairman of
Granges AB and a director of AB Volvo. He is a member of The Federation of
Swedish Industries, The Association of Swedish Engineering Industries and
The Royal Swedish Academy of Engineering Sciences. Board Committees: Audit
Committee and Committee on Directors and Corporate Governance. Age 47.
[PHOTO] KENNETH E. WEG
Executive Vice President of the Company and a member of the Office of the
Chairman. Mr. Weg was elected Executive Vice President of the Company in
1995 and was President of the Worldwide Medicines Group from 1997 to 1998,
President of the Pharmaceutical Group from 1993 to 1996 and President of
Pharmaceutical Operations from 1991 to 1993. Director of the Company since
1995. His present term expires at the Year 2001 Annual Meeting. Mr. Weg
serves on the Board of Directors of Fox Chase Cancer Center, the Board of
Trustees of the Foundation of the University of Medicine and Dentistry of
New Jersey, the Board of Trustees of the Princeton Medical Center and the
Foundation for New Jersey Public Broadcasting, Inc. He is also a member of
the Philadelphia Museum of Art Corporate Executive Committee. Age 60.
11
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 February of 1995, the Company implemented a global stock option grant known as the
TeamShare Stock Option Plan. Under this Plan, employees who met certain service
requirements and were not key executives were eligible for a stock option award
giving them each the opportunity to purchase 200 shares of the Company's Common
Stock. In 1996, the Company took steps to expand the Plan to include those
employees hired after the announcement in 1995, extending TeamShare to a broader
group of employees. All TeamShare recipients possess a stronger link with
Company stockholders, as they benefit from the stock price appreciation
resulting from their efforts to grow and strengthen the business. In 1998, the
initial awards granted under this Plan became vested and many employees
exercised their awards. These employees realized gains related to these option
awards and expanded their direct ownership of Company stock. Also, in 1998, the
Company implemented another global stock option grant known as the TeamShare II
Stock Option Awards. Additional awards were initiated for all eligible
employees. These awards further enhanced the linkage between employees and
shareholders.
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 in which 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 and the Company's four other most highly
compensated executive officers, for services rendered to the Company in 1995,
1996,
1997 and 1997.
111998.
12
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(3) PAYOUTS SATION(4)
YEAR $ $ $ $ # $ $
- --------------------------------- ---------- ---------- ------- --------------------- --------------- ---------- -------
C.A. Heimbold, Jr.
Chairman and Chief
Executive Officer
1997.........1998........ $1,250,000 $1,944,375 -- $21,584,375 600,000(5) $1,129,000(7) $58,240
1997........ $1,221,000 $1,581,635 -- $ 0 600,000(5) $1,121,900(6)1,200,000(6) $1,121,900(8) $54,935
1996.........1996........ $1,161,000 $1,161,000 -- $ 0 270,000540,000 N/A(7)A(9) $52,245
1995......... $1,055,500 $1,303,543 -- $ 0 1,070,000(5) $ 0(8) $47,497
K.E. Weg
Executive Vice
President and
President,
Worldwide
Medicines Group
1997.........President(10)
1998........ $ 736,250 $ 678,270 -- $ 0 200,000(5) $ 451,600(7) $33,099
1997........ $ 680,000 $ 513,944 -- $3,813,752 212,000(5) $ 448,760(6)3,813,752 424,000(6) $ 448,760(8) $30,391
1996.........1996........ $ 587,500 $ 461,997 -- $ 0 106,000212,000 N/A(7)A(9) $26,432
1995......... $ 563,785 $ 532,991 -- $ 0 106,000 $ 0(8) $25,370
M.F. Mee
Senior Vice President and
Chief Financial Officer
1997.........1998........ $ 593,817 $ 380,340 -- $ 0 120,000(5) $ 282,250(7) $26,699
1997........ $ 564,250 $ 362,275 -- $ 0 120,000(5)240,000(6) $ 280,475(6)280,475(8) $25,381
1996.........1996........ $ 536,750 $ 305,948 -- $ 0 60,000120,000 N/A(7)A(9) $24,149
1995.........P.S. Ringrose, Ph.D.
President, Pharmaceutical
Research Institute(11)
1998........ $ 507,500582,000 $ 357,254325,411 -- $ 0 60,000 (9) $22,838120,000(5) (7) $26,178
1997........ $ 519,000 $ 315,162 -- $ 3,771,250 250,000 (12) $10,348
J.L. McGoldrick
Senior Vice President,
Law
and Strategic
Planning and
General Counsel 1997.........and
President Medical Devices
Group(13)
1998........ $ 539,133 $ 345,315 -- $ 0 120,000(5) $ 282,250(7) $24,240
1997........ $ 511,750 $ 328,568 -- $ 0 120,000(5)240,000(6) $ 280,475(6)280,475(8) $23,019
1996.........1996........ $ 486,250 $ 277,163 -- $ 0 60,000 (9)120,000 (12) $21,658
1995......... $ 456,154 $ 327,337 -- $2,196,094 60,000 (9) $ 9,701
P.S. Ringrose, Ph.D.
President,
Pharmaceutical
Research
Institute(10)
1997......... $ 519,000 $ 315,162 -- $3,771,250 125,000 (9) $10,348
- ------------
(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. Weg,Heimbold, Mr. McGoldrickWeg and Dr. Ringrose were the only named executives to
receive awards in the fiscal years listed. Mr. Heimbold's awards were
granted pursuant to agreements in which Mr. Heimbold agreed to remain with
the Company through December 31, 2001, or earlier if the Board appoints his
successor. Mr. McGoldrick and Mr. Mee also has anhave outstanding awardawards granted
when hethey joined the Company. Regular dividends are paid on these shares.
The number and market value of shares of restricted stock held by each of
these executives at December 31, 19971998 (based upon the closing market value
stock price of $94.625)$66.90625) were: Mr. Heimbold, 400,000 and $26,762,500; Mr.
Weg, 40,00080,000 and $3,785,000;$5,352,500; Mr. Mee, 53,33453,336 and $5,046,730;$3,568,512; Dr. Ringrose,
140,000 and $9,366,875 and Mr. McGoldrick, 75,000100,000 and $7,096,875; and Dr. Ringrose, 70,000 and $6,623,750.$6,690,625. The
number of shares increased in February 1999 due to the Company's stock
split.
(3) The number of securities underlying options/SARs has been adjusted to
reflect the Company's stock split in February 1997.1999.
(4) Consists of matching contributions to the Savings and Investment Program
(SIP) and the Benefits Equalization Plan for the SIP as follows: Mr.
Heimbold ($7,200 and $47,735)$49,040); Mr. Weg ($6,585 and
$23,806)(footnotes continued on next page)
13
(footnotes continued from previous page)
$26,514); Mr. Mee ($7,200 and $18,181)$19,499); Dr. Ringrose ($7,200 and $18,978)
and Mr. McGoldrick ($6,585 and $16,434); and Dr. Ringrose
($7,200 and $3,148)$17,655).
(5) Performance-based exercise price thresholds must be attained for portions
of thisthe 1998 award to become exercisable.
(footnotes continued(6) Performance based thresholds for the 1997 awards have been attained so
those awards are exercisable to the extent that time vesting criteria have
been met. Award amounts reflect the stock splits in February 1997 and
February 1999.
(7) Long-Term Performance Award granted in 1996 and earned over the three-year
performance period from 1996 through 1998. The payout, which was based on
next page)
12
(footnotes continued from previous page)
(6)the achievement of three-year compounded annual earnings per share, sales
and cash flow growth objectives along with a total shareholder return
multiplier. This award was paid at 112.9% of target.
(8) Long-Term Performance Award granted in 1995 and earned over the three-year
performance period from 1995 through 1997. The payout, which was based on
the achievement of three-year compounded annual earnings per share, sales
and cash flow growth objectives along with a total shareholder return
multiplier. This award was paid at 112.19% of target.
(7)(9) There was no award which had a performance cycle which ended in 1996 so
there was no pay-outpayout to be made.
(8) Long-Term Performance Award granted(10) Mr. Weg was President, Worldwide Medicines Group until December 1, 1998
when he joined the Office of the Chairman.
(11) Dr. Ringrose joined the Company in 1992 covering the four-year
performance period from 1992 through 1995. Since the threshold for payments
under the award was not met, there were no payouts.
(9)1997.
(12) These awards were granted prior to the named executives joining the
Company.
(10) Dr. Ringrose joined the Company in January 1997.(13) Mr. McGoldrick was Senior Vice President, Law and Strategic Planning and
General Counsel until December 1, 1998 when he became Senior Vice
President, General Counsel and President of Medical Devices Group.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
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. .................... 600,000(4) 5.2% $57.7188 January 12, 20071.7% $50.9532 March 2, 2008 $ 5,328,2215,521,798
K.E. Weg...................... 212,000(4) 1.8% $57.7188 January 12, 2007Weg.................... 200,000(4) 0.6% $50.9532 March 2, 2008 $ 1,882,6381,840,599
M.F. Mee......................Mee.................... 120,000(4) 1.0% $57.7188 January 12, 20070.3% $50.9532 March 2, 2008 $ 1,065,644
J.L. McGoldrick............... 120,000(4) 1.0% $57.7188 January 12, 2007 $ 1,065,6441,104,360
P.S. Ringrose, Ph.D........... 80,000(5) 0.7% $53.8750 January 1, 2007Ph.D. ....... 120,000(4) 0.3% $50.9532 March 2, 2008 $ 840,019
45,000 0.4% $67.31251,104,360
J.L. McGoldrick............. 120,000(4) 0.3% $50.9532 March 3, 20072, 2008 $ 596,3941,104,360
All Stockholders(6)........... $11,226,885,606Stockholders(5)......... 1,988,494,154 $23,182,025,359
All Optionees(7).............. 11,640,175Optionees(6)............ 35,498,350 100.0% $65.7655$51.4000 Various Dates, 20072008 $ 149,200,224417,471,955
All Optionees Grant Date Present Value as a Percent of All Stockholder Value...................... 1.33%Value....................... 1.80%
- ------------
(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 1997.1998. Under the TeamShare I
Stock Option Plan, individual grants become fully vested three years after
the date of the grant. Under TeamShare II Stock Option Plan, individual
grants become fully vested in installments of 33.33% per year starting on
the third anniversary of the date of the grant. The number of securities
underlying options/SARs granted has been adjusted to reflect the Company's
stock split of February 1999.
(footnotes continued on next page)
14
(footnotes continued from previous page)
(2) All options were made at 100% of Fair Market Value as of the date of the
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 0.19490.2288 was determined using the following
assumptions: a volatility of 0.1934,0.1823, an historic average dividend yield of
4.34%3.10%, a risk free interest rate of 6.50%6.25% and a 7-year7 year option term.
(4) In addition to the time vesting criteria stated above, the majority of these
awards have price thresholds which must be attained for these awards to
become exercisable. 25%One-third of the award requires a 30% increase in the
stock price to $75.0344; 25%$66.2392; one-third requires a 50% increase in the stock
price to $86.5781; and 25% requires a 70% increase in the stock price to $98.1219.$76.4298. These price levels must be met for 15 consecutive trading
days. In the ninth and tenth years of the award term, the awards become
fully exercisable. The Black-Scholes Values of these awards have been
adjusted to recognize these thresholds.
(footnotes continued on next page)
13
(footnotes continued from previous page)
(5) An award was granted when Dr. Ringrose joined the Company.
(6) 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 January 13, 1997,March 3, 1998, as was used to
estimate the 'Grant Date Present Value' of options listed above.
(7)(6) Information based on all stock option grants made to employees in 1997,1998,
including TeamShare grants. Exercise price shown is the weighted average of
all grants. Actual exercise prices (adjusted to reflect the Company's stock
split in February 1999) ranged from $53.875$47.4844 to $95.3438,$61.7969, 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'(3)
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ANNUALIZED FISCAL YEAR-END FISCAL YEAR-END
ON VALUE VALUE # $
EXERCISE REALIZED REALIZED(2) --------------------------- ----------------------------
NAME # $ $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- -------- ----------- ---------- ----------- ------------- ------------ -------------
C.A. Heimbold, Jr. ...... 592,300 $25,286,763 $5,155,975 1,910,700740,000 $30,371,563 $7,382,989 4,281,400 600,000(4) $117,482,166 $21,956,220(4)$196,151,723 $ 9,196,860(4)
K.E. Weg................. 73,002420,500 $17,048,211 $2,049,920 1,339,600 200,000(4) $ 4,315,66562,000,783 $ 464,263 504,300 375,750(4) $ 33,672,247 $17,283,708(4)3,065,620(4)
M.F. Mee................. 97,500120,000 $ 5,190,583 $1,672,186 15,000 217,500(4)4,467,188 $1,470,040 75,000 390,000(4) $ 760,313 $10,083,275(4)
J.L. McGoldrick.......... 0 $ 0 $ 0 75,000 225,000(4) $ 4,610,625 $10,522,494(4)2,912,342 $12,766,868(4)
P.S. Ringrose, Ph.D. .... 0 $ 0 $ 0 62,500 307,500(4) $ 2,307,813 $ 8,762,810(4)
J.L. McGoldrick.......... 0 125,000 $ 0 $ 4,450,0000 300,000 420,000(4) $ 14,131,403 $14,316,086(4)
- ------------
(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. All share amountsThe number of securities underlying options/SARs
exercises has been adjusted to reflect the two-for-oneCompany's stock split effectiveof February
1997.1999.
(2) Annualized column shows the total gain realized from option exercises spread
ratably over the period between the grant date and the exercise date.
(3) Calculated based upon the December 31, 19971998 Fair Market Value share price of
$94.31250$66.28125 (adjusted to reflect the Company's stock split of February 1999)
less the share price to be paid upon exercise.
(4) For Messrs. Heimbold, Weg, Mee and McGoldrick,all listed executive officers, the number and value of 'Unexercisable'
stock options include the year-end value of stock options which have price
thresholds for exercisability above the exercise price. They may exercise
these options and potentially realize the portion of the listed value
relating to these stock options once those price thresholds are attained.
15
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLAN(1)
SHARES, UNITS UNTIL MATURATION -----------------------------------
OR OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
--------------- --------------------------------- --------- ---------- ----------
C.A. Heimbold, Jr. ............ 1,000,000 Three-Year Period Ending in 1999 $200,0002000 $400,000 $1,000,000 $2,200,000
K.E. Weg....................... 500,000 Three-Year Period Ending in 1999 $100,0002000 $200,000 $ 500,000 $1,100,000
M.F. Mee....................... 250,000 Three-Year Period Ending in 1999 $ 50,000 $ 250,000 $ 550,000
J.L. McGoldrick................ 250,000 Three-Year Period Ending in 1999 $ 50,0002000 $100,000 $ 250,000 $ 550,000
P.S. Ringrose, Ph.D. .......... 250,000 Three-Year Period Ending in 19992000 $100,000 $ 50,000250,000 $ 550,000
J.L. McGoldrick................ 250,000 Three-Year Period Ending in 2000 $100,000 $ 250,000 $ 550,000
- ------------
(1) Payouts under the Plan will be based on the Company's total shareholder
return versus peer group companies over the three-year period. The target
award will be paid if total shareholder return is at the median of the peer
group. A ranking in the bottom two companies of this group will result in no
payout. Performance which leads the entire group will result in the maximum
payout.
14
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As was earlier described in the section on Committees of the Board (pp. 56
and 6)7), 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 'non-employee directors' as defined by
the Securities and Exchange Commission rules. The members of the Committee are
neither employees or former employees of the Company nor are they eligible to
participate in any of the Company's executive compensation programs.
Additionally, they 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/or 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 eleven large and high performinghigh-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, Schering-Plough Corporation
and Warner-Lambert Company. Rhone-Poulenc Rorer, Inc. was included in this group
prior to its acquisition by Rhone-Poulenc, S.A. Compared to the peer companies group, Bristol-Myers
Squibb ranked third largest in market capitalization, and fourth largest as
measured by both sales fourth
inand operating earnings, fourth in market capitalization andearnings. The Company 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 19971998 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
16
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 performinghigh-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, Company longer term financial performance and total
return to shareholders (including share price appreciation and reinvested
dividends) meet, exceed or fall short of expectations. Under this program
design, 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
15
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 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. Additionally, in 1997,1998, senior company executive'sexecutives'
annual bonuses were subject to a factor which provided increased, or decreased,
incentive payments based upon the Company's total shareholder return (share
price appreciation plus dividends) relative to peer group companies.
For 19971998 awards, operating pretax earnings budgets were established at a
level which the Board felt reflected the aggressive expectations management had
for the performance of the business. As a whole, the Company fell slightly exceededbelow
these aggressive goals, resulting in annual incentive payouts slightly abovebelow
target levels. Additionally, total shareholder return ranked third amongat the median of
the peer group companies. This provided for increasedcompanies, which resulted in a total shareholder return
multiplier of 100%, which did not change the pretax earnings based payout
levels.
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
17
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 utilize the shares obtained on the exercise of their
stock options, after satisfying the cost of exercise and taxes, to establish a
significant level of direct ownership. The Company has established share
ownership expectations for its executives to meet through the exercise of stock
option awards.
Stock option awards granted to senior executives in 19971998 carried aggressive
performance thresholds for exercisability. In addition to time vesting
requirements, the following exercisability criteria were established. One-quarterOne-third
of the shares granted require a 30% price appreciation for exercisability, and
an additional one-quarterone-third require a 50% price increase for exercisability and an additional one-quarter require a 70% price increase for
exercisability. The
remaining one-quarterone-third have no price appreciation requirement. To maintain
favorable accounting treatment, these criteria do not apply after the eighth
year of the award term. The
16
number of shares covered by these awards was
adjusted to reflect these additional exercisability criteria.
For the Long-Term Plan payment shown in the Summary Compensation Table on
page 12,13, the award paid at the end of 1998 covered the 1996 through 1998
performance period. During this time period, the Company exceeded its earnings
per share and cash flow targets under the Plan while meeting its sales
objectives. Additionally, the Company ranked fourth in total shareholder return
over this time period, which provided for an increased payout. The composite
performance on these factors resulted in a payout at 112.9% of target.
The Long-Term Plan award paid at the end of 1997 covered the 1995 through
1997 performance period. During this time period, the Company exceeded its
earnings per share and sales targets under the Plan while falling short of its
cash flow objectives. Additionally, the Company ranked fourth in total
shareholder return over this time period, which provided for an increased payout.period. The composite performance on these
factors resulted in a payout at 112.19% of target.
For the four-year period ending in 1995, performance fell short of the
earnings per share performance threshold required for payment, and no payment
was made in relation to this award. There was not an award which
would have been payable at the end of 1996, so no payments were made.
The Committee annually reviews the composition of the long-term
compensation package to ensure that the use of stock options combined with
Long-Term Performance Awards provides an appropriate incentive package. Based
upon reviews conducted in 1997,1998, the Committee continues to believe that this
program design is consistent with competitive practice and provides a direct
link with the creation of shareholder value. Payouts under the Plan for the 19971998
to 19992000 performance cycle will be based on total stockholder returns (share
price appreciation plus reinvested dividends) versus peer group companies over
the three-year performance period. Utilizing this measure as the sole basis for
these payouts under these awards is intended to more closely align the Company's
compensation programs with achieving competitively superior 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 19971998
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.
The majority of Mr. Heimbold's compensation is incentive based. For 1997,
only 14%1998,
4% of his total compensation was in the form of base salary. His annual cash
incentive was also 18%6% of his total compensation. The largest portion, 68%90% of the
total, was comprised of long-term incentives.incentives, strongly aligning Mr. Heimbold's
compensation package with the creation of shareholder value.
18
Mr. Heimbold's cash compensation increase reflects the level of
responsibilities he holds as Chairman of the Board and Chief Executive Officer,
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 along with the Company's
ranking versus its peers on total shareholder return. For 1997,1998, the Company's
overall performance resulted in a bonus payout to Mr. Heimbold equal to 112.64%91.5% of
his targeted award.
Mr. Heimbold participates in the Company's long-term performance award
plan. Payouts under this plan for the 19971998 to 19992000 performance cycle are focused
upon providing additional incentive to produce stockholder returns which exceed
those of the peer companies group. As discussed above, total stockholder return
ranking is the measure used in Mr. Heimbold's long-term award, as was done for
all plan participants.
Effective January 13, 1997,March 3, 1998, Mr. Heimbold received a stock option award of
300,000 shares (600,000 shares on an after-split basis). As detailed above and
in the stock option grant table, the majority of this award carries price
threshold targets for exercisability in addition to time vesting requirements.
The Committee felt that this award appropriately 17
recognized Mr. Heimbold's
leadership and contributions to the on-going strength and success of the Company
while providing a significant incentive to create incremental shareholder value.
During 1998, Mr. Heimbold received restricted stock awards totaling 200,000
shares (400,000 shares on an after-split basis). These awards were granted as
part of an agreement in which Mr. Heimbold agreed to remain employed by the
Company until December 31, 2001, or earlier if a successor is appointed by the
Board prior to that date. The agreement and the accompanying awards were made in
order to further recognize Mr. Heimbold's contributions to the success of the
Company during his tenure as Chairman and CEO; to provide additional incentive
to Mr. Heimbold to remain beyond normal retirement age; and to provide for an
orderly succession for the transition to Mr. Heimbold's successor. The agreement
is further discussed on page 21 under the heading 'Employment Agreement'.
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
Andrew C. Sigler,James D. Robinson III, Chairman
Robert E. Allen
JohnLewis B. Campbell
Vance D. MacomberCoffman
Louis W. Sullivan, M.D.
19
PERFORMANCE GRAPH
The following graph compares 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, 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 19971998 Proxy Statement with the exception of
the deletion of Rhone-Poulenc Rorer, which is no longer a publicly traded
company due to its acquisition by Rhone-Poulenc, S.A.
18
Statement.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH][GRAPH]
1993 1994 1995 1996 1997 1998
1992
BMS 100 106.06 162.42 214.60 379.76 542.87
S&P 500 100 101.32 139.40 171.40 228.59 293.91
Current Peer Group 100 1993 91 110 97
1994 96 112 112
1995 147 174 153
1996 195 222 189
1997 344 329 252114.79 178.83 228.26 338.76 475.14
Assumes $100 invested on 12/31/9293 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.
20
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
- ------------------- -------- ---------- ---------- ---------- ---------------------------------- --------- --------- --------- --------- ---------
$ 500,000.........500,000............... $ 150,000 200,000 250,000 300,000 350,000
1,000,000.........1,000,000.............. 300,000 400,000 500,000 600,000 700,000
1,500,000.........1,500,000.............. 450,000 600,000 750,000 900,000 1,050,000
2,000,000.........2,000,000.............. 600,000 800,000 1,000,000 1,200,000 1,400,000
2,500,000.........2,500,000.............. 750,000 1,000,000 1,250,000 1,500,000 1,750,000
3,000,000.........3,000,000.............. 900,000 1,200,000 1,500,000 1,800,000 2,100,000
3,500,000.........3,500,000.............. 1,050,000 1,400,000 1,750,000 2,100,000 2,450,000
4,000,000.........4,000,000.............. 1,200,000 1,600,000 2,000,000 2,400,000 2,800,000
4,500,000.........4,500,000.............. 1,350,000 1,800,000 2,250,000 2,700,000 3,150,000
5,000,000.........5,000,000.............. 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000
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. -- 3435 years; K.E. Weg -- 2930 years; M.F. Mee -- 45 years; P.S. Ringrose -- 2
years; and J.L. McGoldrick -- 3
years; and P.S. Ringrose -- 1 year.
19
4 years.
EMPLOYMENT AGREEMENT
During Mr. Heimbold's tenure as Chief Executive Officer, his leadership has
significantly contributed to the Company's success. This has been reflected in a
substantial increase in the value of the Company during his tenure, up roughly
$70$102 billion as of year end 1997.1998. In light of this, to provide Mr. Heimbold with
additional incentive to remain beyond normal retirement age and to ensure
continuity of leadership, in March 1998, Mr. Heimbold entered into an agreement with
the Company pursuant to which he will serve as Chairman and Chief Executive
Officer until December 31, 2001, or such earlier date as the Board of Directors
may appoint his successor. During this period, his base salary will not be less
than his salary in 1998 and he will receive an annual bonus as determined by the
Board but not less than a target of 170% of salary. He was granted an additional
10% of his final average pay (base salary and bonus) in the calculation of his
pension benefits. He was also granted a
Restricted Stock AwardAwards covering 150,000200,000
shares (400,000 shares on an after-split basis) which vestsvest on his retirement.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Three directors are to be elected at the meeting for three-year terms
ending at the 2001Year 2002 Annual Meeting. Vance D. Coffman, Ellen V. Futter and
Louis V. Gerstner, Jr., Charles A. Heimbold,
Jr. and Kenneth E. WegW. Sullivan, M.D. have been nominated by the Board of Directors for
election at this Annual Meeting. Vance D. Coffman, Ellen V. Futter and Louis V. Gerstner, Jr., Charles A. Heimbold,
Jr. and Kenneth E. WegW.
Sullivan, M.D. are presently directors of the Company. The accompanying proxy
will be voted for the Board of Directors' nominees, except where
21
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.
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Bristol-Myers Squibb has appointed
Price
WaterhousePricewaterhouseCoopers as independent accountants for the year 1998,1999, subject to
ratification by the stockholders. The Audit Committee recommended
Price WaterhousePricewaterhouseCoopers to the full Board of Directors. Price Waterhouse,PricewaterhouseCoopers,
because of its high standing in its field, is considered to be eminently
qualified to perform this important function. A representative of
Price WaterhousePricewaterhouseCoopers 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.PricewaterhouseCoopers.
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 -- APPROVAL OF AN INCREASE IN THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On December 1, 1998, the Board of Directors authorized a two-for-one stock
split of the Company's Common Stock in the form of a stock dividend to be
effected to stockholders of record at the close of business on February 5, 1999.
The Company had a sufficient number of authorized shares of Common Stock to
effect the stock split. The Board of Directors proposes that stockholders
authorize the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 2,250,000,000 to
4,500,000,000 shares. The par value of the Common Stock would remain at $0.10
per share. The Board of Directors recommends that such increase in the number of
authorized shares of Common Stock be approved by the stockholders.
The proposed amendment to the Restated Certificate of Incorporation will be
effected by deleting the introductory paragraph of Article FOURTH of the
Company's Restated Certificate of Incorporation, as amended, and substituting a
new introductory paragraph that reads in full as follows:
'FOURTH: the total number of shares of all classes of stock which the
corporation shall have authority to issue is four billion, five-hundred ten
million (4,510,000,000) shares consisting of:
1. 4,500,000,000 shares of Common Stock of the par value of Ten Cents
($0.10) per share, and
2. 10,000,000 shares of Preferred Stock of the par value of One Dollar
($1.00) per share.'
As of February 26, 1999, there were 1,987,598,324 shares of Common Stock
issued and outstanding (exclusive of treasury shares) and 44,498,042 shares of
Common Stock were reserved for issuance in connection with all of the Company's
stock plans. Adoption of the proposed amendment provides for an additional
2,250,000,000 shares of Common Stock for future issuance. This would replenish
the authorized shares available for issuance before the
22
stock split. Although these additional shares would provide further flexibility,
there are no present plans for their use.
The Board of Directors is of the opinion that the proposed increase in the
number of authorized shares of Common Stock is in the best interest of the
Company and its stockholders. The Board of Directors believes that the Company
should have sufficient authorized but unissued shares for issuance in connection
with stock splits and stock dividends, implementation of employee benefit plans,
offer of shares for cash, mergers and acquisitions, and other proper business
purposes. In many such situations prompt action may be required which would not
permit seeking stockholder approval to authorize additional shares for the
specific transaction on a timely basis. The Board of Directors believes that it
is important to have the flexibility to act promptly in the best interests of
stockholders.
The additional shares of Common Stock sought by the amendment will be
available for issuance without further action by stockholders, unless such
action is required by applicable law or the rules of any stock exchange on which
the Company's securities may be listed. The New York Stock Exchange requires
specific stockholder approval as a prerequisite to listing shares in several
instances, including an acquisition where the present or potential issuance of
shares could result in an increase of 20% or more in the number of shares of
Common Stock outstanding.
Although the purpose of seeking an increase in the number of authorized
shares of Common Stock is not intended for anti-takeover purposes, SEC rules
require disclosure of charter and bylaw provisions that could have an
anti-takeover effect. These include: (i) Board authority under its Certificate
of Incorporation to issue one or more series of preferred stock up to a maximum
of approximately 10,000,000 shares presently available; (ii) under the
Certificate of Incorporation a special meeting of stockholders may only be
called by the Chairman of the Board or the Board of Directors and (iii) under
the Certificate of Incorporation a classified board of directors with staggered
terms of office and fair-price payments for shares in certain business
combinations.
The Board of Directors recommends a vote FOR the amendment to the Company's
Restated Certificate of Incorporation as described above.
PROPOSAL 4 -- 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 240480 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.'
20
'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 51.4%62% of shares voting, voted FOR this proposal.proposal -- a
significant increase over the previous year.'
'If you AGREE, please mark your proxy FOR this resolution.'
23
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.
Elimination of the classified board, by virtue of the Certificate of
Incorporation, would require stockholder approval75% of the shares outstanding to vote to approve a
management proposal to amend the Certificate to elect directors on an annual
basis.
Passage would
require that 75% of the shares outstanding be voted in favor of the resolution.
For twelve straightmany years, the same stockholder has proposed this advisory resolution
to return to the annual election of directors. Until last year,recently, the stockholders
defeated this resolution in each of those years with between 84.5%
and 57% of the votes cast voting to defeat it.resolution. Last year, the resolution received
51.4% of the votes cast, but only 38% of the shares outstanding, far short of
the 75% affirmative vote required. This vote was advisory in nature.
In view of last year's stockholder vote, and recognizing that there can be
reasoned differences of view on the subject, the Board has decided not to take a position
for or against the stockholder resolution this year so it can betterto assess stockholder interest in this
issue. The resolution received 44% of the shares outstanding or 62% of the
votes cast.
The Board has determined that the benefits of the classified board are
still valid and that it is in the best interest of the Company and its
stockholders to keep the classified board.
Accordingly, the Board of Directors is not recommendingrecommends a vote FORAGAINST this
resolution.
ADVANCE NOTICE PROCEDURES
Under the Company's Bylaws, no business may be brought before an annual
meeting except as set forth in the notice of the meeting or AGAINSTas otherwise brought
before the proposed resolution.
1999meeting by or at the direction of the Board or by a stockholder
entitled to vote who has delivered notice to the Company, containing certain
information set forth in the Bylaws, not less than 120 days before the date of
the Company's proxy statement is released to stockholders in connection with the
prior year's annual meeting. For the Company's meeting in the Year 2000, the
Company must receive this notice no later than November 19, 1999. These
requirements are separate and distinct from and in addition to the SEC
requirements that a stockholder must meet to have a stockholder proposal
included in the Company's proxy statement.
A copy of the Bylaw provisions discussed above may be obtained by writing
the Company at its principal executive offices, 345 Park Avenue, New York, New
York 10154, attention Corporate Secretary.
YEAR 2000 PROXY PROPOSALS
Stockholder proposals relating to the Company's 1999Year 2000 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 16, 1998.
2119, 1999.
24
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURNVOTE YOUR PROXY
[LOGO]
['RECYCLED' LOGO][Logo] Bristol-Myers Squibb Company
[Logo] Printed on recycled paper
APPENDIX 1
NOTICE OF SAVINGS CARD
[LOGO][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 19981999 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 19971998 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 19971998 Annual Report is enclosed.
Participants who had funds invested in one of the Company Stock-based funds on
the record date for the 19981999 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 19981999
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 19981999 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, Third Floor, 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 5, 19984, 1999
The undersigned hereby appoints C.A. HEIMBOLD, JR., E.V. FUTTERL.H. GLIMCHER, M.D. and
J.D.
MACOMBER,K.E. WEG, 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
5, 19984, 1999 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 ABSTAIN ON3 AND AGAINST PROPOSAL 3.
- --------------------------------------------------------------------------------4.
----------------------------------------------------
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 FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
_______________________________________
THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
PLEASE SIGN HERE exactly as your name(s) appear(s) to the left
Signature_____________________________________________________________________
Signature_____________________________________________________________________
Dated_________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE BOARD OF DIRECTORS
PROPOSALS 1, 2 AND 3. RECOMMENDS A VOTE
"AGAINST" PROPOSAL 4.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of Directors 2. Appointment of 4. Annual Election
V.D. COFFMAN [ ] [ ] Accountants [ ] [ ] [ ] of Directors [ ] [ ] [ ]
E.V. FUTTER
L.W. SULLIVAN, M.D. FOR AGAINST ABSTAIN
WITHHELD FOR the following nominee(s) 3. Approval of [ ] [ ] [ ]
only (write name(s) below): Increase in
Authorized
Shares
- ----------------------------------------- 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 authorized person.
APPENDIX 3
VOTING INSTRUCTION CARD
[LOGO] Bristol-Myers Squibb Company
PROXY VOTING INSTRUCTIONS
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
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 5, 19984, 1999 or any adjournments 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 on the reverse side.
--------------------------------------------
The enclosed Notice of the 19981999 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 19971998 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 19971998 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
19981999 Annual Meeting may instruct the plan Trustee how to vote the shares
attributable to their account by completinggiving instructions via the reverse side of thisInternet, by
telephone or by returning a completed card and
returning it by April 24, 1998.23, 1999. If you vote via
the Internet or by telephone, there is no need to return this card. Shares of
Common Stock for which no voting instructions are received by the Trustee by
April 24, 199823, 1999 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 cardVOTE TODAY.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE COMPLETE REVERSE AND RETURNVOTE YOUR SHARES 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, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.
The shares represented by these Voting Instructions will be Please mark [X]
voted as directed below. Where no direction is given when
The shares represented by these Voting Instructions will be voted as directed. WHERE NO DIRECTION IS GIVEN, SUCH Please mark [X]
SHARES WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ON ITEM 4. your vote as
the signed Voting Instructions are returned, such shares
indicated in
will be voted FOR Items 1 and 2 and ABSTAIN on Item 3.
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
_______________________________________
THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
Signature__________________________________________________ Date________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. RECOMMENDS A VOTE
"AGAINST" PROPOSAL 4.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of Directors 2. Appointment of 4. Annual Election
01 V.D. COFFMAN [ ] [ ] Accountants [ ] [ ] [ ] of Directors [ ] [ ] [ ]
02 E.V. FUTTER
03 L.W. SULLIVAN, M.D. FOR AGAINST ABSTAIN
WITHHELD FOR the following nominee(s) 3. Approval of [ ] [ ] [ ]
only (write name(s) below): Increase in
Authorized
- --------------------------------------- Shares
Signature ______________________________________________ Date __________________
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Vote by Internet at our Internet Address:
http://www.eproxy.com/bmy/
You can also access this site through the Company's Intranet home page:
http://home.bms.com/
or
Call toll-free 1-800-840-1208 on a touch tone telephone
and follow the voting instructions.
There is NO CHARGE to you for this call.
or
Mark, sign and date your proxy card
and return promptly in the enclosed envelope.
PLEASE DO NOT RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATINGTHE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.
APPENDIX 4
PROXY CARD
[LOGO][Logo] Bristol-Myers Squibb Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C.A. Heimbold, Jr., E.V. FutterL.H. Glimcher, M.D. and
J.D.
MacomberK.E. Weg 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
5, 19984, 1999 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.
ANNUAL MEETING OF STOCKHOLDERS MAY 5, 19984, 1999
P WHEN PROPERLY EXECUTED, THISYOUR PROXY WILL BE VOTED AS YOU INDICATE ADDRESS CHANGE/COMMENTS
R ON THE REVERSE SIDE OF THIS CARD,INDICATE, OR WHERE NO CONTRARY _______________________________
O INDICATION IS MADE, WILL BE ____________________________________
O VOTED FOR PROPOSALS 1, AND 2 AND _______________________________
X ABSTAIN ON3 AND AGAINST PROPOSAL 3.4. The full ____________________________________
X text of the proposals and the _______________________________
Y position of the Board of ____________________________________
Y Directors on each appears in the Proxy _______________________________
Statement and should be ____________________________________
reviewed prior to voting. ___________________________________________________________________
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -VOTE YOUR SHARES TODAY.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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.
DUE TO HOTEL RENOVATIONS, PLEASE USE THE MARKET STREET ENTRANCE TO THE HOTEL.
LIMITED COMPLIMENTARY PARKING for stockholders attending the 19981999 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.
ADMISSION TICKET
[LOGO]
1999 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 4, 1999
9:45 A.M.
NON-TRANSFERABLE Hotel duPont NON-TRANSFERABLE
11th & Market Streets
Wilmington, Delaware
The shares represented by this proxy will be voted as Please mark [X]
directed by the stockholder. Where no direction is given
The shares represented by this proxy will be voted as directed by the stockholder. WHERE NO DIRECTION IS GIVEN Please mark [X]
WHEN THE DULY EXECUTED PROXY IS VOTED, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ITEM 4. your vote as
wehn the duly executed proxy is returned, such shares
indicated in
will be voted FOR Items 1 and 2 and ABSTAIN on Item 3.
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
_______________________________________
THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
I plan to attend the Annual Meeting. [ ]
I have noted an address change or
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. RECOMMENDS A VOTE "AGAINST"
PROPOSAL 4.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of Directors 2. Appointment of 4. Annual Election
01 V.D. COFFMAN [ ] [ ] Accountants [ ] [ ] [ ] of Directors [ ] [ ] [ ]
02 E.V. FUTTER
03 L.W. SULLIVAN, M.D. FOR AGAINST ABSTAIN
WITHHELD FOR the following nominee(s) 3. Approval of [ ] [ ] [ ] Mark this box if you have more [ ]
only (write name(s) below): Increase in than one account and want to
Authorized discontinue receiving multiple
- --------------------------------------- Shares copies of future annual reports.
I plan to attend the Annual [ ]
Meeting.
I have noted an address change [ ]
or comments on the reverse side
of this card.
Signature(s)_______________________________________________ Date________________ ___________________________________________ 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
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Vote by Internet at our Internet Address: http://www.eproxy.com/bmy/
or
Call toll-free 1-800-840-1208 on a touch tone telephone
and follow the voting instructions.
There is NO CHARGE to you for this call.
or
Mark, sign and date your proxy card and
return promptly in the enclosed envelope.
PLEASE DO NOT RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
ADMISSION TICKET
[LOGO]
1998 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 5, 1998
9:45 A.M.THE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.
Reverse side is your admission ticket to the
Annual Meeting and directions to the Hotel duPont
11th & Market Streets
Wilmington, Delaware
NON-TRANSFERABLE NON-TRANSFERABLE
SEE REVERSE SIDE FOR DIRECTIONS TO THE HOTEL DUPONT
APPENDIX 5
LINVATEC VOTING INSTRUCTIONINSTRUCTIONS CARD
[LOGO] Bristol-Myers Squibb Company
PROXY VOTING INSTRUCTIONS
LINVATEC SAVINGS AND INVESTMENT PLAN
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 5, 19984, 1999 or any adjournments thereof, all full and fractional shares of
Common Stock of Bristol-Myers Squibb Company credited to my account under the
Linvatec Savings and Investment Plan as indicated on the reverse side.
--------------------------------------------
The enclosed Notice of the 19981999 Annual Meeting and Proxy Statement is being
provided to you as a participant in the Linvatec Savings and Investment Plan.
If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plan, a copy of the 19971998 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 19971998 Annual Report is enclosed.
Participants in the Plan who had funds invested in a Bristol-Myers Squibb
Company Common Stock-based investment fund on the record date for the 19981999
Annual Meeting may instruct the plan Trustee how to vote the shares attributable
to their account by completinggiving instructions via the reverse side of thisInternet, by telephone or by
returning a completed card and returning it by April 24, 1998.23, 1999. If you vote via the Internet or by
telephone, there is no need to return this card. Shares of Common Stock for
which no voting instructions are received by the Trustee by April 24, 199823, 1999 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 cardVOTE TODAY.
- -------------------------------------------------------------------------------_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE COMPLETE REVERSE AND RETURN
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, Third Floor, Bristol-Myers Squibb Company,
345 Park Avenue, New York, New York 10154.VOTE YOUR SHARES TODAY.
The shares represented by these Voting Instructions will Please mark [X]
be voted as directed below. Where no direction is given
The shares represented by these Voting Instructions will be voted as directed. WHERE NO DIRECTION IS GIVEN, Please mark [X]
SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ITEM 4. your vote as
when the signed Voting Instructions are returned, such
indicated in
shares will be voted FOR Items 1 and 2 and ABSTAIN on Item 3.
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Appointment of [ ] [ ] [ ]
Directors Accountants
L.V. GERSTNER, Jr.,
C.A. HEIMBOLD, Jr.
and K.E. WEG
WITHHELD FOR the following nominee(s)
only (write name(s) below):
_______________________________________
THE BOARD OF DIRECTORS IS NOT RECOMMENDING A VOTE
"FOR" OR "AGAINST" PROPOSAL 3.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
Signature_______________________________________________ Date________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. RECOMMENDS A VOTE "AGAINST"
PROPOSAL 4.
FOR WITHHELD
ALL FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of Directors 2. Appointment of 4. Annual Election
01 V.D. COFFMAN [ ] [ ] Accountants [ ] [ ] [ ] of Directors [ ] [ ] [ ]
02 E.V. FUTTER
03 L.W. SULLIVAN, M.D. FOR AGAINST ABSTAIN
WITHHELD FOR the following nominee(s) 3. Approval of [ ] [ ] [ ]
only (write name(s) below): Increase in
Authorized
- --------------------------------------- Shares
Signature(s) ___________________________________________ Date __________________
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Vote by Internet at our Internet Address: http://www.eproxy.com/bmy/
or
Call toll-free 1-800-840-1208 on a touch tone telephone
and follow the voting instructions.
There is NO CHARGE to you for this call.
or
Mark, sign and date your proxy card and
return promptly in the enclosed envelope.
PLEASE DO NOT RETURN IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATINGTHE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.
APPENDIX 6
LINVATEC NOTICE OF SAVINGS CARD
[LOGO] Bristol-Myers Squibb Company
LINVATEC SAVINGS AND INVESTMENT PLAN
- --------------------------------------------------------------------------------
The enclosed Notice of 19981999 Annual Meeting and Proxy Statement is being provided
to you as a participant in the Linvatec Savings and Investment Plan 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 Bristol-Myers Squibb Company Stock-based fund
in the Linvatec Savings and Investment Plan.
If you are the owner of record of Bristol-Myers Squibb shares outside the Plan,
a copy of the 19971998 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 19971998 Annual Report is enclosed.
Participants who had funds invested in the Bristol-Myers Squibb Company
Stock-based fund on the record date for the 19981999 Annual Meeting additionally
receive the opportunity to instruct the Trustee of the Linvatec Savings and
Investment Plan how to vote the Bristol-Myers Squibb Common Stock attributable
to their accounts at the 19981999 Annual Meeting of Stockholders.
Since you did not have any funds invested in the Bristol-Myers Squibb Company
Stock-based fund in the Linvatec Savings and Investment Plan on the record date
for the 19981999 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, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.