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
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
[Logo] Bristol-Myers Squibb Company
March 16, 2001
NOTICE OF
2001 ANNUAL
MEETING AND
PROXY STATEMENT
TUESDAY, MAY 1, 2001
AT 9:45 A.M.
HOTEL DU PONT
11TH AND MARKET
STREETS
WILMINGTON
DELAWARE
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders of Bristol-Myers Squibb
Company at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday, May 1,
2001, at 9:45 a.m.
This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement
describes the business to be transacted at the meeting and provides other information about the
company that you should know when you vote your shares.
The principal business of the Annual Meeting will be the election of directors, ratification of
the appointment of the independent accountants, and consideration of two stockholder proposals. We
will also review the status of the company's business at the meeting.
Last year, over 82% of the outstanding shares were represented at the Annual Meeting. It is
important that your shares be represented whether or not you attend the meeting. Registered
stockholders can vote their shares via the Internet or by using a toll-free telephone number.
Instructions for using these convenient services appear on the proxy card. You can also vote your
shares by marking your votes on the proxy card, signing and dating it and mailing it promptly
using the envelope provided. Proxy votes are tabulated by an independent agent and reported at the
Annual Meeting. The tabulating agent maintains the confidentiality of the proxies throughout the
voting process.
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.
We have provided space on the proxy card for comments from our registered stockholders. We urge
you to use it to let us know your feelings about the company or to bring a particular matter to
our attention. If you hold your shares through an intermediary, please feel free to write directly
to us.
CHARLES A. HEIMBOLD, JR. PETER R. DOLAN
CHARLES A. HEIMBOLD, JR. PETER R. DOLAN
Chairman and Chief Executive Officer President and Chief Executive
Officer - Designate
[Logo] Bristol-Myers Squibb Company
345 PARK AVENUE
NEW YORK, NEW YORK 10154-0037
------------------------------------
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 1, 2001, 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 PricewaterhouseCoopers LLP as
independent accountants for 2001;
to consider and vote upon two stockholder proposals, 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 5, 2001, will be entitled to vote at the meeting.
By Order of the Board of Directors
SANDRA LEUNG
SANDRA LEUNG
Secretary
Dated: March 16, 2001
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 PROXY REPRESENTING YOUR SHARES IS
PRESENTED AT THE MEETING.
TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE VOTE
IN ONE OF THESE WAYS:
(1) GO TO THE WEBSITE SHOWN ON YOUR PROXY CARD AND VOTE VIA THE
INTERNET;
OR
(2) USE THE TOLL-FREE TELEPHONE NUMBER SHOWN ON YOUR PROXY CARD
(THIS CALL IS TOLL-FREE IN THE UNITED STATES);
OR
(3) MARK, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD IN THE POSTAGE-PAID ENVELOPE.
IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE BY BALLOT.
CONSENT TO ELECTRONIC ACCESS
YOU MAY CONSENT TO VIEW FUTURE COPIES OF OUR ANNUAL REPORTS AND
PROXY STATEMENTS ONLINE INSTEAD OF RECEIVING COPIES IN THE MAIL.
WITH YOUR CONSENT, WE WILL PROVIDE YOU WITH THE INTERNET ADDRESS TO
ACCESS THESE DOCUMENTS EACH YEAR ON YOUR PROXY CARD. TO GIVE YOUR
CONSENT, PLEASE FOLLOW THE PROMPTS WHEN YOU VOTE BY INTERNET OR BY
TELEPHONE. IF YOU ARE CASTING YOUR VOTE BY PROXY CARD, JUST CHECK
THE APPROPRIATE BOX ON THE CARD. ONCE YOU GIVE YOUR CONSENT, IT WILL
BE IN EFFECT EVERY YEAR UNTIL YOU INFORM THE COMPANY OTHERWISE.
[LOGO] Bristol-Myers Squibb Company
------------------------
PROXY STATEMENT
------------------------
TABLE OF CONTENTS
PAGE
----
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION .......... 1
Annual Meeting Admission ............................... 1
Stockholders Entitled to Vote .......................... 1
Proxies and Voting ..................................... 1
Other Information ...................................... 3
VOTING SECURITIES AND PRINCIPAL HOLDERS .................... 3
Section 16(a) Beneficial Ownership Reporting
Compliance ............................................ 4
BOARD OF DIRECTORS ......................................... 5
Meetings of the Board .................................. 5
Committees of the Board ................................ 5
Audit Committee Report ............................... 6
Compensation of Directors .............................. 8
Directors and Nominees ................................. 9
COMPENSATION AND BENEFITS .................................. 14
Compensation and Management Development Committee Report
on Executive Compensation.............................. 14
Compensation Philosophy and Practices ................ 15
Components of Executive Compensation ................. 15
CEO Compensation ..................................... 17
Deductibility of Compensation Over $1 Million ........ 18
Executive Officer Compensation Tables and Notes ........ 18
Summary Compensation Table ........................... 19
Option/SAR Grants in the Last Fiscal Year ............ 21
Aggregated Option/SAR Exercises in the Last Fiscal
Year and Fiscal Year-End Option/SAR Values .......... 22
Performance Graph ...................................... 23
Pension Benefits ....................................... 24
Employment Agreements and Change in Control
Arrangements .......................................... 24
PROPOSALS TO BE VOTED UPON.................................. 26
Proposal 1 -- Election of Directors .................. 26
Proposal 2 -- Appointment of Independent
Accountants ........................................... 26
Proposal 3 -- Stockholder Proposal Relating to Annual
Election of Directors ................................. 27
Proposal 4 -- Stockholder Proposal Relating to a
Policy of Price Restraint ............................. 28
ADVANCE NOTICE PROCEDURES .................................. 30
2002 PROXY PROPOSALS ....................................... 30
APPENDIX A -- Audit Committee Charter ................ A-1
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 1, 2001.
This Proxy Statement is being sent to all stockholders of record as of the
close of business on March 5, 2001 for delivery beginning March 16, 2001.
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.
ANNUAL MEETING ADMISSION
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. If you are a registered stockholder (your
shares are held in your name) and plan to attend the meeting, please vote your
proxy and detach your Annual Meeting ticket from the bottom portion of the proxy
card. If you are a beneficial owner (your shares are held in the name of a bank,
broker or other holder of record), and plan to attend the meeting, you can
obtain an admission ticket in advance by writing to Stockholder Services,
Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154. Please
be sure to enclose proof of ownership such as a bank or brokerage account
statement. 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. Tickets may be issued to others at the discretion of the company.
The Hotel duPont is accessible to disabled persons and, upon request,
wireless headsets for hearing amplification will be provided.
STOCKHOLDERS ENTITLED TO VOTE
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 5, 2001 will be
entitled to vote at the 2001 Annual Meeting. Each share is entitled to one vote
on each matter properly brought before the meeting. 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 attend the meeting in
person.
PROXIES AND VOTING
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, please do not return a
signed proxy card.
If you choose to vote by mail, mark your proxy card enclosed with the Proxy
Statement, date and sign it, and mail it in the postage-paid envelope. The
shares represented will be
1
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.
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.
If you are a beneficial stockholder, you must provide instructions on voting
to your nominee holder.
For the reasons set forth in more detail later in the Proxy Statement, the
Board of Directors recommends a vote FOR the election of directors, FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
accountants for 2001 and AGAINST the two stockholder proposals.
The Board of Directors of Bristol-Myers Squibb knows of no other matters
that 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
PricewaterhouseCoopers LLP ('PwC') as independent accountants for 2001 and for
the adoption of the two stockholder proposals.
In accordance with the laws of the State of Delaware and the company's
Restated Certificate of Incorporation and Bylaws (i) for the election of
directors, which requires a plurality of the votes cast, only proxies and
ballots indicating votes 'FOR all nominees,' 'WITHHELD for all nominees' or
specifying that votes be withheld for one or more designated nominees are
counted to determine the total number of votes cast; broker non-votes are not
counted, and (ii) for the adoption of all other proposals, which are decided by
a majority of the shares of the stock of the company present in person or by
proxy and entitled to vote, only proxies and ballots indicating votes 'FOR,'
'AGAINST' or 'ABSTAIN' on the proposals or providing the designated proxies with
the right to vote in their judgment and discretion on the proposals are counted
to determine the number of shares present and entitled to vote; broker non-votes
are not counted.
If you are a registered stockholder and wish to give your proxy to someone
other than the Directors' Proxy Committee, you may do so by crossing out the
names of all three Proxy Committee members appearing on the proxy card and
inserting the name of another person. The signed card must be presented at the
meeting by the person you have designated on the proxy card. You may revoke your
proxy at any time before it is voted at the meeting by taking one of the
following three actions: (i) by giving timely written notice of the revocation
to the Secretary of the company; (ii) by executing and delivering a proxy with a
later date; or (iii) by voting in person at the meeting.
If you are a beneficial holder and wish to vote in person at the meeting,
you must obtain from the record holder a proxy issued in your name.
2
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.
OTHER INFORMATION
Employees of the company may solicit proxies on behalf of the Board of
Directors through the mail, in person, and by telecommunications. The cost
thereof will be borne by the company. In addition, management has retained
Georgeson Shareholder Communications Inc. to assist in soliciting proxies for a
fee of $25,000, plus reasonable out-of-pocket expenses. The company will, upon
request, reimburse brokerage firms and others for their reasonable expenses
incurred for forwarding solicitation material to beneficial owners of stock.
VOTING SECURITIES AND PRINCIPAL HOLDERS
At the close of business on March 5, 2001, there were 1,949,674,068 shares
of $0.10 par value Common Stock and 9,702 shares of $2.00 Convertible Preferred
Stock outstanding and entitled to vote.
The following table sets forth, as of February 1, 2001, 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. None of these
individuals beneficially owns greater than 1% of the outstanding Common Shares
nor any Preferred Shares.
Unless otherwise noted, such shares are owned directly or indirectly with
sole voting and investment power.
COMMON DEFERRED
TOTAL SHARES COMMON
SHARES AQUIRABLE IN SHARE
NAME OWNED(a) 60 DAYS(b) UNITS(c)
---- ---------- ------------ ---------
R. E. Allen...................... 89,908 29,625 54,415
L. B. Campbell................... 6,400 625 3,665
V. D. Coffman.................... 9,522(d) 2,625 6,825
P. R. Dolan...................... 490,547 299,625 0
E. V. Futter..................... 35,788 25,625 6,387
L. V. Gerstner, Jr. ............. 67,586 22,625 14,761(e)
L. H. Glimcher, M.D. ............ 8,150 2,625 5,525
C. A. Heimbold, Jr. ............. 4,723,451(f) 3,173,550 0
L. Johansson..................... 5,665 625 3,040
R. J. Lane....................... 374,967 294,625 0
J. L. McGoldrick................. 749,390 726,000 0
M. F. Mee........................ 434,137(g) 113,500 0
J. D. Robinson III............... 52,691 25,625 6,866
L. W. Sullivan, M.D. ............ 29,751(h) 21,625 7,674
K. E. Weg........................ 1,791,113 1,672,934 0
All Directors and Officers
as a Group..................... 11,787,810(i) 8,408,548 109,158
(footnotes on next page)
3
(footnotes from previous page)
(a) includes direct and indirect ownership of shares, stock options that are
currently exercisable and deferred common share units.
(b) includes stock options that are currently exercisable and stock options
that will be exercisable within 60 days.
(c) amounts credited to directors' accounts in the 1987 Deferred Compensation
Plan for Non-Employee Directors as deferred common share units which are
valued according to the market value and stockholder return on equivalent
shares of Common Stock.
(d) includes 72 shares held by a family living trust over which neither Dr.
Coffman nor his wife exercise voting nor investment power.
(e) includes 5,742 deferred common share units 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 stockholder
return on equivalent shares of Common Stock.
(f) includes 5,000 shares held by Mr. Heimbold's wife over which he exercises
shared voting and investment power and also includes 78,438 shares owned by
a family charitable foundation over which Mr. Heimbold exercises shared
voting and investment power. Mr. Heimbold disclaims beneficial ownership of
the shares owned by the family charitable foundation.
(g) includes 550 shares held by one of Mr. Mee's children over which he
exercises shared voting and investment power.
(h) includes 452 shares owned jointly by Dr. Sullivan and his wife over which
he exercises shared voting and investment power.
(i) includes 24,428 shares and 300 stock options held by other executive
officers' immediate family members over which the executive officers share
voting and investment power.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, the company's
directors, executive officers and the beneficial holders of more than 10% of the
company's Common Stock are required to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based on our records and
other information, the company believes that during 2000 all applicable Section
16(a) filing requirements were met except for the inadvertent failure to report
six open-market transactions in the company's Common Stock by a director, Dr.
Vance Coffman. The transactions which were undertaken by a family living trust,
through two separate managed trading accounts, resulted in the failure to file
three Form 4s. These transactions were subsequently reported on a Form 5 timely
filed for 2000.
4
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
2000, there were eight regular meetings and one special meeting of the Board.
The average aggregate attendance of Directors at Board and Committee meetings
was over 99%. No director attended fewer than 94% of the aggregate of the total
of Board and Committee meetings during the periods he or she served.
From time to time the company establishes special councils to address
certain issues. Composition of such councils includes non-employee directors and
senior executives from the company. During 2000, there was one 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.
In 2000, the committees of the Board held a total of ten meetings: the Audit
Committee met three times, the Compensation and Management Development Committee
met five times and the Committee on Directors and Corporate Governance met two
times. There were no meetings of the Executive Committee in 2000. 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.
5
The table below provides membership information for each Board committee.
DIRECTORS AND COMPENSATION &
CORPORATE MANAGEMENT
NAME AUDIT GOVERNANCE DEVELOPMENT EXECUTIVE
---- ----- ---------- ----------- ---------
R.E. Allen............................ X X* X
L.B. Campbell......................... X X
V.D. Coffman.......................... X* X
E.V. Futter........................... X X
L.V. Gerstner, Jr. ................... X X
L.H. Glimcher, M.D. .................. X X
L. Johansson.......................... X X
C.A. Heimbold, Jr. ................... X*
J.D. Robinson III..................... X X* X
L.W. Sullivan, M.D. .................. X X
- ---------
* Chair
AUDIT COMMITTEE
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 annual audit;
(c) to review with the independent accountants and with the Controller
significant matters revealed in the course of the audit of the annual financial
statements of the company; (d) to review on a regular basis whether the
company's Standards of Business Conduct and Corporate Policies relating thereto
has been communicated by the company to all key employees of the company and its
subsidiaries throughout the world with a direction that all such key employees
certify that they have read, understand and are not aware of any violation of
the Standards of Business Conduct; (e) to review with the Controller any
suggestions and recommendations of the independent accountants concerning the
internal control standards and accounting procedures of the company; (f) to meet
on a regular basis with a representative or representatives of the Internal
Audit Department of the company and to review the Internal Audit Department's
Reports of Operations; and (g) to report its activities and actions to the Board
at least once each fiscal year.
The Board of Directors has adopted a written charter for the Audit
committee. A copy of the Audit Committee charter is attached as Appendix 'A' to
this Proxy Statement.
AUDIT COMMITTEE REPORT
The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the company specifically incorporates this
Report by reference therein.
The Audit Committee is responsible for overseeing and monitoring the quality
of the company's accounting and auditing practices. Management is responsible
for planning and
6
conducting audits and ensuring that the company's financial statements are
prepared in accordance with generally accepted accounting principles.
In this context, the Committee has met and held discussions with management
and the independent accountants. Management has represented to the Committee
that the company's consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee has reviewed
and discussed the consolidated financial statements with management and the
independent accountants. The Committee has discussed with the independent
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).
Further, the Audit Committee has received written disclosures and a letter
from the independent accountants required by Independence Standards Board
Standard No. 1, as amended to date, and has discussed with the independent
accountants their independence from management. The Committee has also
considered whether the independent accountants' provision of information
technology and other non-audit services is compatible with the auditors'
independence.
Based on the review and discussion described above, the Audit Committee
recommended to the Board of Directors, and the Board has approved that the
audited financial statements be included in the company's Annual Report on
Form 10-K for the year ended December 31, 2000, for filing with the Securities
and Exchange Commission. The Committee and the Board also have recommended,
subject to stockholder ratification, the selection of the company's independent
accountants.
The Committee has also confirmed there have been no new circumstances or
developments since their respective appointments to the Audit Committee that
would impair any member's ability to act independently.
The Audit Committee
Vance D. Coffman, Chair
Robert E. Allen
Ellen V. Futter
Laurie H. Glimcher, M.D.
Leif Johansson
Louis W. Sullivan, M.D.
COMMITTEE ON DIRECTORS AND CORPORATE GOVERNANCE
The duties of the Committee on Directors and Corporate Governance include
(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
7
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 Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154,
attention: Secretary.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
The duties of the Compensation and Management Development Committee include
(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 executive officers and certain
senior management. The report of the Committee appears on page 14.
COMPENSATION OF DIRECTORS
In 2000, the non-employee directors of the company received an annual
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, the Annual Meeting of Stockholders and one council meeting. In
addition, the Chairs 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.
A non-employee director may elect to defer payment of all or part of the
compensation received as a director under the company's Deferred Compensation
Plan for Non-Employee Directors. 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 a maximum of ten annual installments. Payments under
the Plan begin when a participant ceases to be a director or at a future date
previously specified by the director.
All non-employee directors received an award of 1,000 deferred common 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. Under the
company's 2000 Non-Employee Directors' Stock Option Plan, each non-employee
director received on the date of the 2000 Annual Meeting, an option to purchase
2,500 shares of the company's Common Stock, provided the director was elected to
the Board of Directors on the date of the Annual Meeting or had previously been
elected to the Board of Directors for a term extending beyond such Annual
Meeting. The
8
price of the option was the fair market price of the company's Common Stock on
the date the option was granted. Each option becomes 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
2000, options for a total of 22,500 shares were granted, consisting of options
for 2,500 shares granted to each of nine non-employee directors.
The Directors' Charitable Contribution Program is part of the company's
overall program of charitable contributions. The Program is partially funded by
life insurance policies purchased by the company on individual members and
retired members of the Board of Directors. In 2000, the company paid a total of
$75,652 in premiums on policies covering eleven 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.
Each year the Committee on Directors and Corporate Governance of the Board
reviews the company's directors' compensation practices and compares them
against the practices of our peer group companies and the largest U.S. companies
in market capitalization. The committee believes the company's total director
compensation package continues to be competitive with the compensation offered
by other companies and appropriately aligns the interests of directors to
stockholders by ensuring directors have a proprietary stake in the company.
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 eleven directors, including the eight
directors whose present terms extend beyond the meeting. Mr. Kenneth E. Weg who
had been Vice-Chairman of the Board of Directors retired from the company on
February 1, 2001. In the interim between Annual Meetings, the Board has the
authority under the Bylaws to increase or decrease the size of the Board and
fill vacancies. Listed first below are nominees for election for the 2001-2004
term followed by the directors in the 1999-2002 term and then the directors in
the 2000-2003 term.
9
2001-2004 TERM
- -----------------------------------------------------------------------------------------------
[PHOTO] LOUIS V. GERSTNER, JR.
DIRECTOR SINCE 1989 Chairman and Chief Executive Officer of IBM Corporation
DIRECTOR OF SQUIBB CORPORATION since 1993. Chairman and Chief Executive Officer of RJR
FROM 1986 TO 1989 Nabisco Holdings Corporation from 1989 to 1993. 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 Vice Chairman of the Board of Memorial
Sloan-Kettering Cancer Center, a director of the
Council on Foreign Relations, and the board of Lincoln
Center for the Performing Arts. Board Committees:
Committee on Directors and Corporate Governance and
Executive Committee. Age 59.
[PHOTO] CHARLES A. HEIMBOLD, JR.
DIRECTOR SINCE 1989 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.
Mr. Heimbold was Executive Vice President of the
company from 1989 until 1992 and President from 1992
until 2000. His present term expires at this Annual
Meeting. He is a director of ExxonMobil Corporation,
Deputy Chairman of the Board of Directors of the
Federal Reserve Bank of New York 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 a director of the
Pharmaceutical Research and Manufacturers of America,
Chairman of the Board of Directors 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 67.
[PHOTO] LEIF JOHANSSON
DIRECTOR SINCE 1998 President and Chief Executive Officer since 1997 of AB
Volvo, an automotive company. His present term expires
at this Annual Meeting. He has been Chairman of SAPA
since 1994. He is also 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 49.
10
1999-2002 TERM
- -----------------------------------------------------------------------------------------------
[PHOTO] VANCE D. COFFMAN
DIRECTOR SINCE 1998 Chairman and Chief Executive Officer since 1998 of
Lockheed Martin Corporation, a high technology
aerospace and defense company. His present term expires
at the 2002 Annual Meeting. Board Committees: Audit
Committee (Chair) and Compensation and Management
Development Committee. Age 56.
[PHOTO] PETER R. DOLAN
DIRECTOR SINCE 2000 President and Chief Executive Officer-Designate of the
company, member of the Office of the Chairman and
Chairman of the Corporate Operating Committee.
Mr. Dolan was elected President of the company in 2000
and Chief Executive Officer-Designate by the Board of
Directors earlier this year. He was Senior Vice
President for Strategy and Organizational Effectiveness
from 1998 to his election as President. President of
the Pharmaceutical Group for Europe and the Worldwide
Consumer Medicines Group from 1997 to 1998, President
of the Nutritionals and Medical Devices Group from 1996
to 1997, President of Mead Johnson Nutritional Group
from 1995 to 1996 and President of Bristol-Myers
Products from 1993 to 1995. His term expires at the
2002 Annual Meeting. He is a member of the Board of
Overseers of the Tufts University Medical School and
the Sackler School of Drug Research and member of the
American Cancer Society, CEO Advisory Committee.
Age 45.
[PHOTO] ELLEN V. FUTTER
DIRECTOR SINCE 1990 President of the American Museum of Natural History
since 1993. President of Barnard College from 1981 to
1993. Her present term expires at the 2002 Annual
Meeting. Ms. Futter is a director of J.P. Morgan Chase
& Co., American International Group, Inc., and
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, a fellow of the
American Academy of Arts and Sciences and a Director of
the New York City Partnership, Inc. Ms. Futter is also
a member of the Advisory Board of Yale School of
Management. Board Committees: Audit Committee and
Committee on Directors and Corporate Governance.
Age 51.
11
[PHOTO] LOUIS W. SULLIVAN, M.D.
DIRECTOR SINCE 1993 President of Morehouse School of Medicine from 1981 to
1989 and since 1993. From 1989 to 1993, Dr. Sullivan
was Secretary of the United States Department of Health
and Human Services. His present term expires at the
2002 Annual Meeting. Dr. Sullivan is a director of 3-M
Corporation, Georgia-Pacific Corporation, CIGNA
Corporation, Household International, 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, Africare and the International Foundation for
Education and Self-Help. Board Committees: Audit Com-
mittee and Compensation and Management Development
Committee. Age 67.
2000-2003 TERM
- -----------------------------------------------------------------------------------------------
[PHOTO] ROBERT E. ALLEN
DIRECTOR SINCE 1986 Chairman and Chief Executive Officer from 1988 to 1997
of AT&T Corp., a communications and information
services company. His present term expires at the 2003
Annual Meeting. Mr. Allen is a director of Pepsico,
Inc., Daimler-Chrysler Corporation and Whisperwire.com.
He is a member of The Business Council and a trustee of
The Mayo Foundation and Wabash College. Board
Committees: Audit Committee, Committee on Directors and
Corporate Governance (Chair) and Executive Committee.
Age 66.
[PHOTO] LEWIS B. CAMPBELL
DIRECTOR SINCE 1998 Chairman and Chief Executive Officer since February
1999 of Textron Inc., an aircraft, automotive,
industrial and financial services company. His present
term expires at the 2003 Annual Meeting. Mr. Campbell
is a director of Allegheny Energy, Inc. Board
Committees: Committee on Directors and Corporate
Governance and Compensation and Management Development
Committee. Age 54.
12
[PHOTO] LAURIE H. GLIMCHER, M.D.
DIRECTOR SINCE 1997 Irene Heinz Given Professor of Immunology at the
Harvard School of Public Health and Professor of
Medicine at the Harvard Medical School since 1991. Her
present term expires at the 2003 Annual Meeting. Dr.
Glimcher is a director of Waters Corporation. Board
Committees: Audit Committee and Committee on Directors
and Corporate Governance. Age 49.
[PHOTO] JAMES D. ROBINSON III
DIRECTOR SINCE 1976 Chairman and Chief Executive Officer since 1994 of RRE
Investors and General Partner of RRE Ventures GP II,
LLC, private information technology venture investment
firms, 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. His present term expires at the 2003 Annual
Meeting. Mr. Robinson is a director of the Coca-Cola
Company, Cambridge Technology Partners, First Data
Corporation, ScreamingMedia Inc. and Sunbeam Corpora-
tion. He is a member of The Business Council and the
Council on Foreign Relations and an Honorary Trustee of
The Brookings Institution. Board Committees: Committee
on Directors and Corporate Governance, Compensation and
Management Development Committee (Chair) and Executive
Committee. Age 65.
13
COMPENSATION AND BENEFITS
The company's compensation and benefits programs are designed to enable the
company to attract, retain and motivate the best possible employees to operate
and manage the company at all levels.
In general, all U.S.-based employees, except in some cases those covered by
collective bargaining agreements, receive a base salary, participate in an
annual incentive plan, a company-supported savings plan and a company-funded
pension plan and are provided with medical and other welfare benefits coverage.
Employees outside of the United States are similarly covered by comprehensive
compensation and benefits programs.
In 1995, the company implemented a global stock option grant known as the
TeamShare Stock Option Plan. Under this Plan, 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 stockholders.
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 that 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 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.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
As described in the section on Committees of the Board (pp. 5 to 8), the
Compensation and Management Development Committee of the Board of Directors is
responsible for administering the compensation program for executive officers
and certain senior management of the company. The Committee is composed
exclusively of non-employee directors as
14
defined by the Securities and Exchange Commission rules. The members of the
Committee are neither employees nor 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 an outside director for purposes of
administering compensation programs to meet the tax deductibility criteria
included in Section 162(m) of the Internal Revenue Code.
Compensation Philosophy and Practices
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, 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, that is above
the median of pay practices of a peer group of ten large and high-performing
industry competitors. The corporations that composed the peer companies group in
2000 were 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 and
Schering-Plough Corporation. Compared to this peer companies group,
Bristol-Myers Squibb ranked fourth largest at year-end 2000 in market
capitalization. The company ranked fifth largest as measured by sales and had
the fourth largest operating earnings. Historically the company has 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 presented in
the performance graph. The company is the second highest among the peer group in
total dividends paid. Earlier this year, Fortune magazine named Bristol-Myers
Squibb the most admired pharmaceutical company in the United States.
As discussed on page 23, the company is changing the composition of the peer
companies group to reflect the impending divestiture of the Clairol business.
The group is also being expanded to include several non-U.S. based companies to
reflect the global nature of the company.
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 2000 compensation decisions were made, the
Committee reviewed detailed data concerning the levels of executive pay among
the peer companies group and other high-performing and similarly sized companies
for comparison purposes. This data included analyses provided by independent
compensation consultants.
The executive compensation program is designed to provide value to the
executive based on the extent to which individual performance, company
performance versus budgeted financial targets, company longer-term financial
performance and total return to stockholders (including share price appreciation
and reinvested dividends) meet, exceed or fall short of expectations. Under this
program design, incentive payments can exceed target levels only if expectations
are exceeded.
Components of Executive Compensation
BASE SALARY -- An executive's base salary is determined by an assessment of
her/his sustained performance against her/his individual job responsibilities
including, where appropriate, the impact of such performance on the business
results of the company, current
15
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 and annual operating cash flow targets,
thereby establishing a direct link between executive pay and company
profitability. Annual operating pretax earnings and operating cash flow targets
for the overall company and each operating group are based upon the earnings and
cash flow budgets 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 and cash
flow performance to each individual's annual incentive opportunity. Applying
this formula results in payments at the targeted incentive opportunity level
when budgeted earnings and cash flow are achieved and payments below the
targeted level when performance on these measures is below those set by the
budget. The formula provides for payments above the targeted level only when
actual earnings and cash flow exceed budgeted levels of operating performance
targets.
For 2000 awards, operating pretax earnings and cash flow budgets were
established at levels that the Board felt reflected the aggressive expectations
management had for the performance of the business. On the whole, the company
attained the pretax earnings goals and exceeded the cash flow goals, resulting
in annual incentive payouts above target levels. Fifty percent of each
executive's January 1 incentive target opportunity was converted to a stock
option award of comparable value. This action was taken to reinforce the focus
of the company's compensation program on the attainment of long-term objectives,
primarily the creation of incremental stockholder value, thereby strengthening
the alignment between executives and stockholders. As noted in the Stock Option
Grant table, these awards were granted January 3, 2000 and vested at one year,
roughly the time when cash-based awards are paid.
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 produce
value to executives only if the price of the company's stock appreciates,
thereby directly linking the interests of executives with those of stockholders.
The number of stock options granted is based on the grade level of an
executive's position and the executive's performance in the prior year and the
executive's potential for continued sustained contributions to the company's
success. The size of previous option grants and the number of options currently
held by an executive are not taken into account in determining the number of
options granted. The executive's right to the stock options vests over a
four-year period and each option is exercisable, but only to the extent it has
vested, over a ten-year period following its grant. In order to preserve the
linkage between the interests of executives and those of stockholders,
executives are expected to use 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.
As the company has done in recent years, stock option awards granted to
executives in 2000 carried performance thresholds for exercisability. In
addition to time vesting requirements, one-half of the shares will not be
exercisable until the market price of company stock
16
increases 30% over the exercise price of the award. The remaining one-half have
no price appreciation requirement. While such a performance criterion for
exercisability is not prevalent among the peer companies group, such a criterion
focuses executive attention on the need to provide meaningful stockholder return
prior to the executive gaining a full right to realize gains from these awards.
To maintain favorable accounting treatment, this criterion does not apply after
the eighth year of the award term.
For the Long-Term Plan payment shown in the Summary Compensation Table on
page 19, the award paid at the end of 2000 covered the 1998 through 2000
performance period. The sole measure determining payment level under this award
was Total Stockholder Return ranking versus the peer companies group
historically included in the performance graph (see graph and accompanying
discussion on pp. 23 and 24). During that time period, while company
stockholders realized a Total Stockholder Return of 62.8%, the company's
performance on this measure fell slightly below its objective. Based upon the
company's Total Stockholder Return ranking, a payout of 80% of target was made
for this period.
Similar to the program implemented in 2000 for annual incentives, the
Long-Term Performance Awards, which would have been granted in 2000, covering
the 2000 to 2002 performance period were granted in the form of stock options.
This was done to further align senior executives with stockholders through
increasing the focus on providing incremental returns to the company's
stockholders. These grants, which are noted in the Stock Option Grant Table as
part of the primary annual stock option grant, are subject to the 30% price
appreciation threshold for exercisability discussed above.
The Committee annually reviews the composition of the long-term compensation
package to ensure that it provides an appropriate incentive package. Based upon
reviews conducted in 2000, the Committee continues to believe that this program
design is consistent with competitive practice and provides a direct link with
the creation of stockholder value.
The primary purpose of the company's stock option plan is to provide
executives a special opportunity to obtain a significant level of ownership in
the company and more closely link their interests with those of our
stockholders. To this end, executives are expected to retain all shares
resulting from stock option exercises (net of shares used to pay taxes and
option costs) until certain ownership guidelines are met. For the CEO that level
is eight times base salary. Other senior executives are expected to retain five
times their base salary. Once ownership thresholds are met, executives are
expected to retain a portion of the shares received from these awards to
continue to build their ownership stake in the company.
CEO Compensation
The compensation for Mr. Heimbold results from his participation in the same
compensation program as the other executives of the company. His 2000
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 2000, 7%
of his total compensation was in the form of base salary. His annual cash
incentive was 7% of his total compensation. The largest portion, 86% of the
total, was comprised of the value of his stock option award, a long-term
incentive that strongly aligns Mr. Heimbold's compensation package with the
creation of stockholder value.
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 previously disclosed, is based upon the degree to which the company
overall achieves its pretax earnings and cash flow budgets. For
17
2000, the company's overall performance resulted in a bonus payout to Mr.
Heimbold equal to 110% of his targeted award. As with other company executives,
50% of Mr. Heimbold's target annual incentive opportunity was converted to a
stock option award, further aligning his compensation package with the long-term
creation of incremental stockholder value. This award, 70,000 shares, is
detailed in the stock option award table.
Mr. Heimbold participates in the company's long-term performance award plan.
The payout he received under this Plan for the 1998 to 2000 performance period
was made at 80% of target as was the case for other executives. As noted
earlier, this payout was based upon the company's Total Stockholder Return
ranking versus the peer companies group.
On January 3, 2000, Mr. Heimbold received a stock option award of 750,000
shares. As detailed above and in the stock option grant table, one-half of this
award carries a 30% price appreciation threshold target for exercisability in
addition to time vesting requirements. The Committee felt that his award
appropriately recognized Mr. Heimbold's leadership and contributions to the
continued strength and success of the company while providing a significant
incentive to create incremental stockholder value. As with other company
executives, Mr. Heimbold did not receive a long-term performance award grant in
2000. His award was converted into a stock option award with an equivalent
value. That stock option award is included in the 750,000 share total noted.
The Committee believes that the program it has adopted, with its emphasis on
long-term compensation, focuses the efforts of the company's executives on the
attainment of a sustained high rate of company growth and profitability for the
benefit of the company and its stockholders.
Deductibility of Compensation over $1 Million
In 1993, the Omnibus Budget Reconciliation Act of 1993 (the 'Act') was
enacted. The Act includes potential limitations on the deductibility of
compensation in excess of $1 million paid to the company's five highest paid
officers beginning in 1995. Based on the regulations issued by the Internal
Revenue Service to implement the Act, the company has taken the necessary
actions to ensure the deductibility of payments under the annual incentive plan
and long-term awards plans. The company will continue to take the necessary
actions to maintain the deductibility of payments under both plans.
Compensation and Management Development Committee
James D. Robinson III, Chair
Lewis B. Campbell
Vance D. Coffman
Louis W. Sullivan, M.D.
EXECUTIVE OFFICER COMPENSATION TABLES AND NOTES
The following tables and notes present the compensation provided by the
Company to its Chief Executive Officer and the Company's five other most highly
compensated executive officers for services rendered to the Company in 1998,
1999 and 2000.
18
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
2000.............. $1,376,983 $1,287,587(5) -- $ 0 820,000(6) $ 800,000(7) $61,964
1999.............. $1,337,500 $2,551,602 -- $ 0 600,000(6) $1,800,000(8) $60,142
1998.............. $1,250,000 $1,944,375 -- $21,584,375 600,000(6) $1,129,000(9) $58,240
K E. Weg
Vice Chairman(10)
2000.............. $ 875,108 $ 529,485(5) -- $ 0 175,000(6) $ 400,000(7) $39,380
1999.............. $ 820,000 $1,012,224 -- $ 0 200,000(6) $ 900,000(8) $36,869
1998.............. $ 736,250 $ 678,270 -- $ 0 200,000(6) $ 451,600(9) $33,099
P.R. Dolan
President and
Chief Executive
Officer -- Designate(11)
2000.............. $ 736,431 $ 609,948(5) -- $ 5,165,625 182,000(6) $ 200,000(7) $33,139
1999.............. $ 540,000 $ 424,192 -- $ 0 120,000(6) $ 450,000(8) $24,300
1998.............. $ 506,231 $ 215,904 -- $ 0 120,000(6) $ 174,995(9) $22,204
M.F. Mee
Executive Vice President and
Chief Financial Officer
2000.............. $ 681,958 $ 275,945(5) -- $ 1,927,500 111,000(6) $ 200,000(7) $30,688
1999.............. $ 633,000 $ 497,247 -- $ 0 120,000(6) $ 450,000(8) $28,485
1998.............. $ 593,817 $ 380,340 -- $ 0 120,000(6) $ 282,250(9) $26,699
J.L. McGoldrick
Executive Vice President,
General Counsel and President,
Medical Devices Group
2000.............. $ 677,996 $ 288,020(5) -- $ 0 121,000(6) $ 200,000(7) $30,510
1999.............. $ 575,000 $ 409,544 -- $ 0 120,000(6) $ 450,000(8) $25,875
1998.............. $ 539,133 $ 345,315 -- $ 0 120,000(6) $ 282,250(9) $24,240
R.J. Lane
President Worldwide Medicines
Group(12)
2000.............. $ 631,481 $ 333,870(5) -- $ 1,927,500 124,000(6) $ 124,000(7) $28,417
1999.............. $ 433,000 $ 277,934 -- $ 0 90,000(6) $ 180,000(8) $19,485
1998.............. $ 405,058 $ 215,094 -- $ 0 90,000(6) $ 112,900(9) $18,228
(footnotes on next page)
19
(footnotes from previous page)
(1) The value of any perquisites or other personal benefits provided to any of
the named executives by the company was below reporting thresholds
established by the Securities and Exchange Commission.
(2) Mr. Heimbold's 1998 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. 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, 2000 (based upon the
closing market value stock price of $73.9375) were: Mr. Heimbold 400,000
and $29,575,000; Mr. Dolan 115,000 and $8,502,813; Mr. Lane 30,000 and
$2,218,125; and, Mr. Mee 30,000 and $2,218,125;
(3) The number of securities underlying options/SARs has been adjusted to
reflect the company's stock split in February 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 ($7,650 and $54,314); Mr. Weg ($6,585 and $32,795); Mr. Dolan
($6,585 and $26,554); Mr. McGoldrick ($6,585 and $23,925); Mr. Lane ($7,650
and $20,767); and, Mr. Mee ($7,650 and $23,038).
(5) As explained in the Compensation Committee report, for 2000 annual
incentive awards, 50% of the target award was paid in the form of stock
options.
(6) Performance-based exercise price thresholds must be attained for portions
of the 2000, 1999 and 1998 awards to become exercisable.
(7) Long-Term Performance award granted in 1998 and earned over the three-year
performance period from 1998 through 2000. The payout was based on total
stockholder return ranking versus peer companies. This award was paid at
80% of target.
(8) Long-Term Performance award granted in 1997 and earned over the three-year
performance period from 1997 through 1999. The payout was based on total
stockholder return ranking versus peer companies. This award was paid at
180% of target.
(9) Long-Term Performance award granted in 1996 and earned over the three-year
performance period from 1996 through 1998. The payout was based on the
achievement of three-year compound annual earnings per share, sales and
cash flow growth objectives along with a total stockholder return
multiplier. This award was paid at 112.9% of target.
(10) Mr. Weg retired from the company effective February 1, 2001.
(11) Mr. Dolan was SVP Strategy and Organizational Effectiveness until
January 20, 2000 when he became President. On February 8, 2001 it was
announced that Mr. Dolan will become President & CEO of the company
effective May 1, 2001. His year-end 2000 position is shown.
(12) Mr. Lane was President US Medicines and Global Marketing until January 20,
2000 when he became President Worldwide Medicines Group.
20
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE GRANT DATE
OPTIONS/SARS GRANTED TO OR BASE PRESENT
GRANTED(1) EMPLOYEES IN PRICE(2) VALUE(3)
NAME # FISCAL YEAR ($/SH) EXPIRATION DATE $
---- --------------- ----------- -------- ------------------- ---------------
750,000(4) 3.6% $64.2500 January 2, 2010 $ 14,649,042
C.A. Heimbold, Jr. ......... 70,000(5) 0.3% $64.2500 January 2, 2010 $ 1,508,191
150,000(4) 0.7% $64.2500 January 2, 2010 $ 2,929,808
K.E. Weg.................... 25,000(5) 0.1% $64.2500 January 2, 2010 $ 538,640
165,000(4) 0.8% $64.2500 January 2, 2010 $ 3,146,628
P.R. Dolan.................. 17,000(5) 0.1% $64.2500 January 2, 2010 $ 366,275
100,000(4) 0.5% $64.2500 January 2, 2010 1,907,047
M.F. Mee.................... 11,000(5) 0.1% $64.2500 January 2, 2010 $ 237,001
110,000(4) 0.5% $64.2500 January 2, 2010 $ 2,097,752
J.L. McGoldrick............. 11,000(5) 0.1% $64.2500 January 2, 2010 $ 237,001
113,000(4) 0.5% $64.2500 January 2, 2010 $ 2,154,963
R.J. Lane................... 11,000(5) 0.1% $64.2500 January 2, 2010 $ 237,001
All Stockholders(6)......... 1,981,263,089 $43,968,091,408
All Optionees(7)............ 20,851,475 100.0% $66.0130 Various Dates, 2010 $ 427,350,183
All Optionees Grant Date Present Value as a Percent of All Stockholder Value.................. 0.97%
- ---------
(1) Individual grants vest in installments of 25% per year on each of the first
through the fourth anniversaries of the grant date. Grants made in lieu of
2000 annual incentive awards vest one year from the date of grant. 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. Under the TeamShare I Stock Option Program,
individual grants become fully vested three years after the date of the
grant. Under the TeamShare II Stock Option Program, individual grants become
fully vested in installments of 33.33% per year starting on the third
anniversary of the date of the grant.
(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 .3454 was determined using the following
assumptions: a volatility of 24.54%, an historic average dividend yield of
1.47%, a risk-free interest rate of 6.25% and a seven year option term.
Additionally, award values are adjusted to reflect the impact of forfeiture
risk due to vesting criteria.
(4) In addition to the time vesting criteria stated above, a portion of these
awards have price thresholds which must be attained for these awards to
become exercisable. One-half of the award requires a 30% increase in the
stock price to $83.525. This price level 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.
(5) These awards were granted in lieu of a portion of annual incentive for 2000.
The options became fully vested on January 2, 2001.
(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 3, 2000, as was used to
estimate the 'Grant Date Present Value' of options listed above.
(7) Information based on all stock option grants made to employees in 2000,
including TeamShare grants. Exercise price shown is the weighted average of
all grants. Actual exercise prices ranged from $44.84375 to $72.3125,
reflecting the Fair Market Value of the stock on the date of the option
grants.
21
AGGREGATED OPTION/SAR EXERCISES IN THE 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. ....... 0 $ 0 $ 0 4,193,550 1,320,000(4) $196,356,350 $15,355,930(4)
K.E. Weg.................. 0 $ 0 $ 0 1,572,934 341,666(4) $ 76,684,950 $ 4,129,149(4)
P.R. Dolan................ 0 $ 0 $ 0 167,000 427,000(4) $ 6,301,792 $ 7,278,792(4)
M.F. Mee.................. 90,000 $3,808,011 $927,918 175,000 356,000(4) $ 6,510,385 $ 6,564,355(4)
J.L. McGoldrick........... 0 $ 0 $ 0 535,000 366,000(4) $ 26,175,379 $ 6,664,980(4)
R.J. Lane................. 0 $ 0 $ 0 210,750 295,500(4) $ 9,053,373 $ 4,765,149(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.
(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, 2000 Fair Market Value share price of
$74.3125.
(4) For all listed executive officers, the value of 'Unexercisable' stock
options includes 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.
22
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. The corporations that have
historically composed 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. Warner-Lambert was removed from the group following their merger with
Pfizer. In view of the company's plans to divest the Clairol business that was
announced in September 2000, Procter & Gamble and Gillette have been removed
from the index. Additionally, in recognition of the global nature of the
pharmaceutical industry, AstraZeneca, Aventis, Glaxo SmithKline and Novartis,
all non-U.S. based companies competing in the global pharmaceutical marketplace
have been added to the index. These changes are reflected in the following
graph. The aggregate impact of these changes is a 4.3 percent increase in the
final index for the peer companies over the five year performance period. A
comparison of the former and new peer company indices is shown following the
table.
Total Return indices reflect reinvested dividends and are weighted using
beginning-period market capitalization for each of the reported time periods.
The company measures its performance for compensation purposes against the
performance of this peer companies group. For peer companies involved in mergers
or other capital changes during the period shown, stockholder return information
reflects their predecessor company stock. Returns for Novartis and Glaxo
SmithKline are included beginning in 1997.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE CHART]
1995 1996 1997 1998 1999 2000
Bristol-Myers Squibb 100 132.13 233.81 334.24 324.83 380.70
Peer Company Group 100 125.88 190.51 268.01 226.02 303.27
S&P 500 100 122.96 163.98 210.85 255.21 231.98
Assumes $100 invested on 12/31/95 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 dividends are reinvested.
23
The index values for the former and new peer group are as follows. Only the
new peer group is shown for clarity since the two lines substantially overlap.
1995 1996 1997 1998 1999 2000
ENDING OF YEAR ---- ---- ---- ---- ---- ----
Former Peer Group............................... 100 127 190 259 232 288
New Peer Group.................................. 100 126 191 268 226 303
PENSION BENEFITS
The following table sets forth the aggregate annual benefit payable upon
retirement at normal retirement age for each level of remuneration specified at
the listed years of service.
PENSION PLAN TABLE
YEARS OF SERVICE
---------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- --------------------- --------- --------- --------- --------- --------- ---------
$ 500,000............ $ 150,000 200,000 250,000 300,000 350,000 400,000
1,000,000........... 300,000 400,000 500,000 600,000 700,000 800,000
1,500,000........... 450,000 600,000 750,000 900,000 1,050,000 1,200,000
2,000,000........... 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000
2,500,000........... 750,000 1,000,000 1,250,000 1,500,000 1,750,000 2,000,000
3,000,000........... 900,000 1,200,000 1,500,000 1,800,000 2,100,000 2,400,000
3,500,000........... 1,050,000 1,400,000 1,750,000 2,100,000 2,450,000 2,800,000
4,000,000........... 1,200,000 1,600,000 2,000,000 2,400,000 2,800,000 3,200,000
4,500,000........... 1,350,000 1,800,000 2,250,000 2,700,000 3,150,000 3,600,000
5,000,000........... 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 4,000,000
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. -- 37 years; K.E. Weg -- 32 years; P.R. Dolan -- 13 years; M.F. Mee -- 7
years; J.L. McGoldrick -- 6 years and R.J. Lane -- 5 years.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
During Mr. Heimbold's tenure as Chief Executive Officer, his leadership has
contributed significantly to the company's success. This has been reflected in a
substantial increase in the value of the company during his tenure. In
recognition of Mr. Heimbold's contributions to the company and to provide him
with additional incentive to remain beyond normal retirement age to ensure
continuity of leadership, the company entered into an agreement with
Mr. Heimbold in 1998. Under the agreement, Mr. Heimbold 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 base salary in 1998, and his annual bonus
target, which will be determined by the Compensation and Management Committee of
the Board, will not be less than 170% of his base salary. He was granted an
additional 10% of his final average pay (base salary and bonus) in the
calculation of his pension benefits. In 1998 he was also granted restricted
stock awards of 200,000 shares (adjusted to 400,000 shares based upon the
February 1999 stock split) which vest upon his retirement. Upon retirement, he
will be provided with certain benefits similar to those historically provided to
other retiring executives who served as Chairman and Chief Executive Officer.
24
On December 18, 2000 the company entered into a consulting agreement with
Mr. Kenneth E. Weg who retired from the company on February 1, 2001. Under the
agreement, Mr. Weg will provide to the company advice and counsel on matters in
his area of expertise for a period of two years and refrain from activities
detrimental to the company. In exchange, Mr. Weg will be compensated in an
annual amount of $100,000 for up to thirty days of services per year plus
reasonable expense reimbursement. Amounts paid under this agreement will be in
addition to benefits payable to Mr. Weg as a retired employee. Mr. Weg will be
provided with an office and administrative support on an ongoing basis. For a
period of two years following retirement, Mr. Weg will receive financial
counseling and tax preparation services and use of his current company
automobile.
In 1999, the company entered into severance agreements with executive
officers, including each of the executive officers named in the Summary
Compensation Table in this Proxy Statement, except Mr. Heimbold. The agreements
are intended to provide for continuity of management in the event of a change in
control of the company. By their terms, the agreements are in effect through
December 31, 2002, and will be automatically extended, beginning on January 1,
2003, in one-year increments, unless either the company or the executive gives
prior notice of termination or a change in control shall have occurred prior to
January 1 of such year. If a change in control occurs during the term of the
agreement, the agreement shall continue in effect for a period of not less than
36 months beyond the month in which such change in control occurred.
The agreements provide that executive officers could be entitled to certain
severance benefits following a change in control of the company and termination
of employment. Under each agreement, a change in control would include any of
the following events: (i) a 'person,' as defined in the Securities and Exchange
Act of 1934, as amended, acquires 20% or more of the combined voting power of
the company's then outstanding securities; (ii) a majority of the company's
directors are replaced during a two-year period; or (iii) the stockholders
approve a merger or consolidation of the company or approve a plan of complete
liquidation of the company.
If, following a change in control, the executive officer is terminated by
the company for any reason other than for cause (as defined in the agreement),
or death, or by the executive without good reason (as defined in the agreement),
the covered executive would be entitled to a lump sum severance payment equal to
three times the sum of the executive's base salary and target bonus under the
Incentive Plan. In addition, the executive would receive a payout of any unpaid
incentive compensation which has been allocated or awarded to the executive for
the completed calendar year preceding the date of termination and a pro rata
portion to the date of termination of the aggregate value of all contingent
incentive compensation awards to the executive for the current calendar year.
Further, all outstanding stock options granted to the executive officer
would become immediately vested and exercisable and all restrictions on
restricted stock awards would lapse, unless otherwise provided for under a
written stock award agreement. All unvested matching contributions in the
company Savings Plan would also vest. The executive officer would receive a cash
amount for the additional benefit to which the executive officer would have been
entitled had he or she been fully vested and credited three additional years of
service and age for the purpose of calculating his or her tax-qualified and
nonqualified pension benefits. Additionally, if the executive officer is under
55 years of age and/or has fewer than 10 years of service at the time of
termination, he or she would receive payment of pension benefits in such form of
distribution available under the pension plan, and otherwise would be treated
under such pension plan as if the executive were 55 with at least ten years of
service. For a three-year period after the date of termination, the executive
officer would
25
receive life and health insurance benefits and perquisites substantially similar
to those that the executive is receiving immediately prior to the notice of
termination. Thereafter, the executive officer will be eligible to participate
in the company's retiree medical and dental plans.
In the event that any payments made to an executive officer in connection
with a change in control and termination of employment would be subject to
excise tax as excess parachute payments by the Internal Revenue Code, the
company will 'gross up' the executive officer's compensation to fully offset
such excise taxes provided the payments exceed 110% of the maximum total payment
which could be made without triggering the excise taxes. If the aggregate
parachute payments exceed such maximum amount but do not exceed 110% of such
maximum amount, then the parachute payments would be automatically reduced so
that no portion of the parachute payments is subject to excise tax and no
gross-up payment would be made.
In consideration for receiving one of these agreements, each executive
officer signed an agreement not to work for any competitor of the company for a
period of one year following termination.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Three directors are to be elected at the meeting for three-year terms ending
at the 2004 Annual Meeting. Louis V. Gerstner, Jr., Charles A. Heimbold, Jr. and
Leif Johansson who are all presently directors of the company have been
nominated by the Board of Directors for election at this Annual Meeting. The
accompanying proxy will be voted for the Board of Directors' nominees, except
where authority to so vote is withheld. Should any nominee be unable to serve,
the proxy will be voted for such person as shall be designated by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE THREE NOMINEES FOR
DIRECTORS.
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Bristol-Myers Squibb has appointed
PricewaterhouseCoopers ('PwC') as independent accountants for the year 2001,
subject to ratification by the stockholders. The Audit Committee recommended PwC
to the full Board of Directors because it has served the company well in the
past and it is well qualified to perform this important function.
Aggregate fees billed by PwC to the company for the fiscal year ended 2000
are as follows:
Audit Fees: $2,800,000
Financial Information Systems Design and Implementation Fees: $939,000
All Other Fees: $22,000,000
A representative of PwC 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.
In the event the stockholders fail to ratify the appointment, it will be
considered as a direction to the Board of Directors and the Audit Committee to
select another independent accounting firm. It is understood that even if the
selection is ratified, the Board of Directors and the Audit Committee at their
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE RATIFICATION OF THE
APPOINTMENT OF PWC.
26
PROPOSAL 3 -- STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 480 shares of Common
Stock, has informed the company that she intends to present to the meeting the
following resolution:
RESOLVED: 'That the stockholders of Bristol-Myers Squibb recommend that the
Board of Directors take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently
adopted.'
REASONS: 'Until recently, directors of Bristol-Myers Squibb were elected
annually by all shareholders.'
'The great majority of New York Stock Exchange listed corporations elect all
their directors each year.'
'This insures that ALL directors will be more accountable to ALL shareholders
each year and to a certain extent prevent the self-perpetuation of the
Board.'
'Last year the owners of 754,765,088 shares, representing approximately 55.5%
of shares voting, voted FOR this proposal.'
'If you AGREE, please mark your proxy FOR this resolution.'
BOARD OF DIRECTORS' POSITION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' THE PROPOSAL FOR THE
FOLLOWING REASONS:
The proposal has been presented by the same stockholder every year since
1985 and has been defeated on each occasion. Last year, the proposal received an
affirmative vote of 38.1% of the outstanding shares -- significantly less than
the 75% of the outstanding shares necessary to amend the company's Certificate
of Incorporation to allow for the annual election of directors.
The company currently has three classes of directors, with members of each
class serving three-year terms. This system for electing directors was approved
by stockholders in 1984. 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.
Each year the Board of Directors has considered carefully the merits of
adopting the proposal. The Board of Directors continues to believe the staggered
election of directors provides important benefits to the company and should be
maintained. The staggered election of directors provides 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. With staggered elections, at least two annual stockholder meetings
would be required to change a majority of directors thereby preventing a
precipitous change in the composition of the Board. This continuity of
experience is important to the company and other research-based organizations
where product development is complex and long-term. Additionally, in the event
of an unfriendly or unsolicited effort to take over or restructure the company,
the staggered system would permit the company time to negotiate with the entity
seeking to gain control of the company and to consider alternative proposals. In
other words, the company would be in better position to seek the best possible
outcome for stockholders.
27
Moreover, the Board believes the classified board structure has not affected
the accountability of directors to stockholders during the 15 years it has been
in effect. The directors, regardless of their term of office, will continue to
fulfill their fiduciary responsibilities.
The Board has determined that the benefits of the classified board are still
valid and that it is in the best interests of the company and its stockholders
to keep the classified board.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' THIS
PROPOSAL.
PROPOSAL 4 -- STOCKHOLDER PROPOSAL
RELATING TO A POLICY OF PRICE RESTRAINT
The Marianist Provincial House, 4301 Roland Avenue, Baltimore, Maryland
21210-2793, owner of 1,200 shares of Common Stock, and 17 co-proponents, whose
names, addresses and stockholdings will be furnished by the company promptly
upon receiving an oral or written request from a stockholder addressed to the
Secretary of the company, have informed the company that they intend to present
to the meeting the following resolution:
WHEREAS:
Important as prescription drugs are, not everyone has access to them.
Millions of Americans have inadequate or no insurance coverage for drugs;
Most people without drug coverage purchase their needed drugs at a retail
pharmacy;
A Report prepared for the President by the Department of Health and Human
Services (Prescription Drug Coverage, Spending, Utilization and Prices, April
2000) found that:
Individuals without drug coverage pay a higher price at the retail pharmacy
than the total price paid on behalf of those with drug coverage.
In 1999, excluding the effects of rebates, the typical cash customer paid
nearly 15% more than the customer with third-party coverage. For a quarter
of the most common drugs, the price difference between cash and third
parties was even higher -- over 20%.
For the most commonly prescribed drugs, the price difference between cash
customers and those with third-party coverage grew substantially larger
between 1996 and 1999.
This same Report found that the markup added by the wholesaler, after
purchase from the manufacturer, is 'generally small, perhaps 2% - 4%.' (ch.3,
p. 101);
The literature cited in the Report suggests that pharmacy margins have been
falling in recent years; (p. 103)
Pharmaceutical manufacturers spent $1.9 billion on advertising in
1999 -- double the amount spent in 1997 (BusinessWeek, May 22, 2000);
RESOLVED: Shareholders request the Board of Directors to:
1. Create and implement a policy of price restraint on prescription drugs,
utilizing a combination of approaches to keep drug prices at reasonable
levels.
2. Report to shareholders by September, 2001 on changes in policies and
pricing procedures for prescription drugs (withholding any competitive
information, and at reasonable cost).
28
SUPPORTING STATEMENT:
We suggest that the policy include a restraint on each individual drug and
that it not be based on averages which can mask tremendous disparities: a low
price increase for one compound and a high price increase for another; one
price for a 'favored customer' (usually low) and another for the retail
customer (usually high).
We understand the need for ongoing research and appreciate the role that our
company has played in the development of new medicines. We are also aware
that the cost of research is only one determinant for the final price of a
drug. Advertising is another significant company expenditure. Thus, we
believe that price restraint can be achieved without sacrificing necessary
research efforts.
BOARD OF DIRECTORS' POSITION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' THE PROPOSAL FOR THE
FOLLOWING REASONS.
The company has always been and remains committed to providing medicines at
fair and reasonable prices in furtherance of our mission to extend and enhance
human life.
The company already maintains fair and reasonable pricing practices. Across
the company's pharmaceutical product portfolio, price increases in aggregate
have been modest. Over the past five years, the compound annual growth rate of
the company's net effective prices, the prices actually realized after all
discounts given and rebates paid, was lower than the Consumer Price Index
('CPI') for the same time period. The prices for our primary care products
consistently rank near the middle when compared with those of our competitors.
In response to the proposal, the company firmly supports the view that
prescription drugs are so important everyone should have access to them. We
believe the best approach to ensure broad access to affordable medicines for the
uninsured and underinsured is through expanded coverage, not artificial price
restraints. Expanded coverage would give all covered patients access to whatever
discounts on medicines their coverage plan negotiates from manufacturers and
pharmacies.
We will continue to work with our various constituencies including our
stockholders, as well as the new Administration and Congress to achieve expanded
pharmaceutical coverage. Individuals in the United States who cannot afford our
medicines and have no other means of coverage, public or private, may be
eligible to be provided with our medicines, at no charge, through our Patient
Assistance Program Foundation, Inc. This program has tripled in size over the
last two years; in 2000 alone, the company provided nearly 1.5 million
prescriptions at no cost to more than 230,000 patients.
The company should not be compelled to adopt any formal policy as to
pricing. In this fast-paced and highly competitive industry, the company needs
the flexibility to price its products appropriately so that it may invest
aggressively in the research and development of promising new and innovative
medicines. For every 5,000 compounds discovered, only one makes it to the market
and a single drug takes an average of 12-15 years and an average of more than
$500 million to develop. This investment will continue to increase as the
company accelerates the growth of its pipeline of new cures and therapies in
areas of critical unmet medical need. This is fundamental to the company's
continued success and to the patients who rely on our medicines.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'AGAINST' THIS
PROPOSAL.
29
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 as otherwise brought
before the meeting 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 fewer 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 2002, the company must
receive this notice no later than November 16, 2001. 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: Secretary.
2002 PROXY PROPOSALS
Stockholder proposals relating to the company's 2002 Annual Meeting of
Stockholders must be received by the company at its principal executive offices,
345 Park Avenue, New York, New York 10154, attention: Secretary, no later than
November 16, 2001.
30
APPENDIX A
BRISTOL-MYERS SQUIBB COMPANY
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee is a committee of the Board of Directors. It is
responsible for overseeing and monitoring the quality of the company's
accounting and auditing practices. Management is responsible for planning and
conducting audits and ensuring that the company's financial statements are
prepared in accordance with generally accepted accounting principles.
COMPOSITION
The Audit Committee shall consist of three or more non-employee directors of
the company designated by the Board of Directors and approved by a majority of
the whole Board of Directors by resolution or resolutions. Any director who is a
former employee of the company may not serve on the Audit Committee. The members
of the Audit Committee shall meet the independence and experience requirements
of the New York Stock Exchange. The Audit Committee shall have the authority to
retain special legal, accounting or other consultants to advise the Committee.
RESPONSIBILITIES AND DUTIES
The Audit Committee shall:
(1) recommend to the Board of Directors a firm of independent accountants
to perform the examination of the annual financial statements of the
company, which firm is ultimately accountable to the Audit Committee
and the Board of Directors.
(2) have the ultimate authority and responsibility to select, evaluate and,
where appropriate, recommend to the Board of Directors the replacement
of the independent accountants.
(3) ensure that the independent accountants submit on a periodic basis to
the Audit Committee a formal written statement delineating all
relationships between the independent accountants and the company and
actively engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact the
accountants' objectivity and independence; and, if deemed appropriate
by the Audit Committee, recommend that the Board of Directors take
appropriate action in response to the independent accountants' report
to satisfy itself of their independence.
(4) review with the independent accountants and with management 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.
(5) review and discuss with management and the independent accountants the
annual audited financial statements including matters regarding
accounting and auditing principles as well as internal controls that
could have a significant effect on the company's financial statements
and any other matters required to be discussed by the Statement on
Auditing Standards No. 61, as modified or supplemented, relating to the
conduct of the audit.
A-1
(6) review with management any suggestions and recommendations of the
independent accountants concerning the company's auditing and
accounting principles and practices.
(7) meet on a regular basis with a representative or representatives of the
Internal Audit Department of the company to review the Internal Audit
Department's Reports of Operations.
(8) review on a biennial basis whether the company's Standards of Business
Conduct have been communicated by the company to all key employees of
the company and its subsidiaries throughout the world with a direction
that all such key employees certify that they have read, understand and
are not aware of any violations of the Standards of Business Conduct.
(9) report its activities and actions to the Board of Directors at least
once each fiscal year.
(10) prepare an annual report for inclusion in the company's annual proxy
statement as required by rules of the Securities and Exchange
Commission and submit it to the Board of Directors for approval.
(11) review and reassess the adequacy of the Audit Committee charter on an
annual basis and submit it to the Board of Directors for approval.
A-2
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY
[Logo] Bristol-Myers Squibb Company
[Logo] Printed on recycled paper
Appendix 1
[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 2001 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 2000 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 2000 Annual Report is enclosed.
IF YOU HAVE PREVIOUSLY CONSENTED TO ACCESS ANNUAL REPORTS AND PROXY STATEMENTS
ELECTRONICALLY, THIS MATERIAL IS NOW AVAILABLE FOR REVIEW AT: HTTP://WWW.BMS.COM
Participants who had funds invested in one of the company stock-based funds on
the record date for the 2001 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 2001
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 2001 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.
Mail copies of address imprints to Stockholder Services, Third Floor,
Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154.
APPENDIX 2
PROXY [LOGO] Bristol-Myers Squibb Company
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS MAY 1, 2001
The undersigned hereby appoints P.R. DOLAN, R.E. ALLEN and L.H. GLIMCHER,
M.D., 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 1, 2001 at 9:45 A.M., and at any adjournments thereof upon matters set forth
in the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.
-----------------------------------------------------------------------------
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2
AND AGAINST PROPOSALS 3 AND 4.
-----------------------------------------------------------------------------
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[x] Please mark
your vote 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 Directors [ ] [ ] 2. Appointment of [ ] [ ] [ ]
L.V. Gerstner, Jr. [ ] [ ] Accountants [ ] [ ] [ ]
C.A. Heimbold, Jr. [ ] [ ] [ ] [ ] [ ]
L. Johansson [ ] [ ] [ ] [ ] [ ]
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ------------------------------------------
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
AGAINST PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
4. Policy of Price [ ] [ ] [ ]
Restraint
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
[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 1, 2001 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 Puerto Rico,
Inc. Savings and Investment Program as indicated on the reverse side.
-------------------
The enclosed Notice of the 2001 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 2000 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 2000 Annual Report is enclosed.
IF YOU HAVE PREVIOUSLY CONSENTED TO ACCESS ANNUAL REPORTS AND PROXY STATEMENTS
ELECTRONICALLY, THIS MATERIAL IS NOW AVAILABLE FOR REVIEW AT:
HTTP://WWW.PROXYVOTING.COM/BMY
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
2001 Annual Meeting may instruct the plan Trustee how to vote the shares
attributable to their account by giving instructions via the Internet, by
telephone or by returning a completed card by April 20, 2001. 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 20, 2001 will be voted in the same proportion as the shares as to which it
has received instructions.
Bristol-Myers Squibb Company urges you to VOTE TODAY.
- --------------------------------------------------------------------------------
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE VOTE 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.
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 voted as directed.
Where no direction is given, such shares will be voted FOR Items 1 and 2
and AGAINST Items 3 and 4.
Please mark [x]
your vote 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 Directors [ ] [ ] 2. Appointment of [ ] [ ] [ ]
01 L.V. Gerstner, Jr. Accountants
02 C.A. Heimbold, Jr.
03 L. Johansson
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ------------------------------------
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
4. Policy of Price [ ] [ ] [ ]
Restraint
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.proxyvoting.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 THE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.
Appendix 4
[Logo] Bristol-Myers Squibb Company
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints P.R. Dolan, R.E. Allen and L.H. Glimcher, M.D.,
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 1, 2001 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 1, 2001
P R O X Y
When properly executed, your proxy will be voted as you indicate, or where
no contrary indication is made, will be voted FOR Proposals 1 and 2 and
AGAINST Proposals 3 and 4. The full text of the proposals and the
position of the Board of Directors on each appears in the Proxy Statement
and should be reviewed prior to voting.
ADDRESS CHANGE/COMMENTS
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
- ----------------------------------------------------------
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES TODAY.
ADMISSION TICKET
[Logo] Bristol-Myers Squibb Company
2001 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 1, 2001
9:45 A.M.
Hotel duPont
11th & Market Streets
Wilmington, DE 19801
NON-TRANSFERABLE NON-TRANSFERABLE
The Hotel duPont is located at 11th and Market Streets in downtown Wilmington,
Delaware. Directions to the hotel can be obtained by calling the hotel at (302)
594-3100 or via the Internet by accessing the hotel's web site at:
HTTP://WWW.DUPONT.COM/HOTEL/MAP.HTM
Limited Complimentary Parking for stockholders attending the 2001 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.
Please note: Valet parking is also available at the Hotel duPont at your own
expense.
The shares represented by this proxy will be voted as directed by the
stockholder. Where no direction is given when the duly executed proxy
is voted, such shares will be voted FOR Items 1 and 2 and AGAINST
Items 3 and 4.
Please mark [x]
your vote 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 Directors [ ] [ ] 2. Appointment of [ ] [ ] [ ]
01 L.V. Gerstner, Jr. Accountants
02 C.A. Heimbold, Jr.
03 L. Johansson
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ------------------------------------
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
FOR AGAINST ABSTAIN
4. Policy of Price [ ] [ ] [ ]
Restraint
I consent to view future annual [ ]
reports and proxy statements
on line.
Mark this box if you have more [ ]
than one account and want to
discontinue receiving multiple
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.
Signatures 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.proxyvoting.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 THE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.
Reverse side is your admission to the Annual Meeting.
Appendix 5
[Logo] Bristol-Myers Squibb Company
THE L'OREAL USA EMPLOYEE RETIREMENT SAVINGS PLAN
- -------------------------------------------------------------------------------
The enclosed Notice of 2001 Annual Meeting and Proxy Statement is being provided
to you as a participant in the L'Oreal USA Employee Retirement Savings 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 L'Oreal USA Employee Retirement Savings Plan.
If you are the owner of record of Bristol-Myers Squibb shares outside the Plan,
a copy of the 2000 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 2000 Annual Report is enclosed.
Participants who had funds invested in the Bristol-Myers Squibb Company
stock-based fund on the record date for the 2001 Annual Meeting additionally
receive the opportunity to instruct the Trustee of the L'Oreal USA Employee
Retirement Savings Plan how to vote the Bristol-Myers Squibb Common Stock
attributable to their accounts at the 2001 Annual Meeting of Stockholders.
Since you did not have any funds invested in the Bristol-Myers Squibb Company
stock-based fund in the L'Oreal USA Employee Retirement Savings Plan on the
record date for the 2001 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.
Mail copies of address imprints to Stockholder Services, Third Floor,
Bristol-Myers Squibb Company, 345 Park Avenue, New York, New York 10154.
Appendix 6
[Logo] Bristol-Myers Squibb Company
PROXY VOTING INSTRUCTIONS
THE L'OREAL USA EMPLOYEE RETIREMENT SAVINGS 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 1, 2001 or any adjournments thereof, all full and fractional shares of
Common Stock of Bristol-Myers Squibb Company credited to my account under the
L'Oreal USA Employee Retirement Savings Plan as indicated on the reverse side.
-----------------------
The enclosed Notice of the 2001 Annual Meeting and Proxy Statement is being
provided to you as a participant in the L'Oreal USA Employee Retirement Savings
Plan.
If you are also the owner of record of Bristol-Myers Squibb shares outside the
Plans, a copy of the 2000 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 2000 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
2001 Annual Meeting may instruct the plan Trustee how to vote the shares
attributable to their account by giving instructions via the Internet, by
telephone or by returning a completed card by April 20, 2001. 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 20, 2001 will be voted in the same proportion as the shares as to which it
has received instructions.
Bristol-Myers Squibb Company urges you to VOTE TODAY.
- -------------------------------------------------------------------------------
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE VOTE 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.
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 this proxy will be voted as directed. Where no
direction is given, such shares will be voted FOR Items 1 and 2 and
AGAINST Items 3 and 4.
Please mark [x]
your vote 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 Directors [ ] [ ] 2. Appointment of [ ] [ ] [ ]
01 L.V. Gerstner, Jr. Accountants
02 C.A. Heimbold, Jr.
03 L. Johansson
WITHHELD FOR the following nominee(s)
only (write name(s) below):
- ------------------------------------
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSALS 3 AND 4.
FOR AGAINST ABSTAIN
3. Annual Election [ ] [ ] [ ]
of Directors
FOR AGAINST ABSTAIN
4. Policy of Price [ ] [ ] [ ]
Restraint
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.proxyvoting.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 THE ABOVE CARD IF YOU VOTED BY THE INTERNET OR TELEPHONE.