<PAGE>
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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BRISTOL-MYERS SQUIBB COMPANY
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BRISTOL-MYERS SQUIBB COMPANY
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
Notes:
<PAGE>
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BRISTOL-MYERS SQUIBB COMPANY
NOTICE OF 1994 ANNUAL MEETING
AND PROXY STATEMENT
(PHOTO)
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF BRISTOL-MYERS SQUIBB COMPANY]
March 15, 1994
Dear 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 3, 1994 at 9:45 a.m.
This booklet includes the Notice of Annual Meeting and the Proxy Statement.
The Proxy Statement describes the business to be transacted at the meeting and
provides other information concerning the Company which you should be aware of
when you vote your shares.
The principal business of the Annual Meeting will be the election of
directors, ratification of the appointment of the independent accountants and
consideration of two stockholder-proposed resolutions. As in prior years, we
plan to review the status of the Company's business at the meeting. A report of
the meeting will be included in the Report to Stockholders issued following the
meeting.
At last year's Annual Meeting over 84% of the outstanding shares were
represented. It is important that your shares be represented whether or not you
are personally able to attend. In order to insure that you will be represented,
we ask you to sign, date and return the enclosed proxy card or proxy voting
instruction form promptly. Proxy votes are tabulated by an independent agent
and reported at the Annual Meeting. The tabulating agent maintains the
confidentiality of the proxies throughout the voting process and no information
is disclosed to the Company which would identify the vote of any stockholder.
Admission to the Annual Meeting will be by ticket only. If you are a
registered stockholder planning to attend the meeting, please check the
appropriate box on the proxy card and retain the bottom portion of the card as
your admission ticket. If your shares are held through an intermediary such as
a bank or broker, follow the instructions in the Proxy Statement to obtain a
ticket.
As is our usual practice, we have provided space on the proxy card for
comments from our registered stockholders. We urge you to use it to let us know
your feelings about the Company or to bring a particular matter to our
attention. If you hold your shares through an intermediary, please feel free to
write directly to us.
/s/ Richard L. Gelb /s/ Charles A. Heimbold, Jr.
Richard L. Gelb Charles A. Heimbold, Jr.
Chairman of the Board President and Chief Executive Officer
<PAGE>
[LOGO OF BRISTOL-MYERS SQUIBB COMPANY]
-------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
-------------------------------
Notice is hereby given that the Annual Meeting of Stockholders will be held
at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday,
May 3, 1994, at 9:45 a.m. for the following purposes as set forth in the
accompanying Proxy Statement:
to elect directors;
to ratify the appointment of Price Waterhouse as independent accountants
for 1994;
to consider and vote upon two stockholder-proposed resolutions; 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 4, 1994 will be entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Pamela D. Kasa
Pamela D. Kasa
Secretary
Dated: March 15, 1994
<PAGE>
YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE
IS IMPORTANT.
IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN
PERSON, YOUR VOTE WILL NOT BE COUNTED UNLESS A SIGNED
PROXY REPRESENTING YOUR SHARES IS PRESENTED AT THE
MEETING.
TO INSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING
YOU SHOULD MARK, SIGN AND DATE THE ENCLOSED PROXY CARD
OR PROXY VOTING INSTRUCTION FORM AND RETURN IT PROMPTLY
IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU DO ATTEND THE ANNUAL MEETING
YOU MAY REVOKE YOUR PROXY AND VOTE BY BALLOT.
<PAGE>
[LOGO OF BRISTOL-MYERS SQUIBB COMPANY]
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PROXY STATEMENT
--------------------
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION......................... 1
VOTING SECURITIES AND PRINCIPAL HOLDERS................................... 2
BOARD OF DIRECTORS........................................................ 3
Meetings of the Board................................................... 4
Compensation of Directors............................................... 4
Committees of the Board................................................. 5
Directors and Nominees.................................................. 6
COMPENSATION AND BENEFITS................................................. 10
Executive Officer Compensation.......................................... 11
Summary Compensation Table............................................. 11
Option/SAR Grants in the Last Fiscal Year.............................. 12
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year-End Option/SAR Values............................................ 12
Board Compensation Committee Report on Executive Compensation........... 13
Deductibility of Compensation Over $1 Million.......................... 15
Performance Graphs...................................................... 15
Comparison of 5-Year Cumulative Total Return........................... 16
Comparison of 10-Year Cumulative Total Return.......................... 16
Pension Benefits........................................................ 17
Executive Agreements.................................................... 17
PROPOSALS TO BE VOTED UPON
Proposal 1--Election of Directors....................................... 18
Proposal 2--Appointment of Independent Accountants...................... 18
Proposal 3--Stockholder Proposal Relating to Annual Election of Direc-
tors................................................................... 18
Proposal 4--Stockholder Proposal Relating to Abortion Contributions..... 19
1995 PROXY PROPOSALS...................................................... 20
</TABLE>
<PAGE>
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 3, 1994.
This Proxy Statement, a proxy card and the Annual Report of Bristol-Myers
Squibb Company, including financial statements for 1993 are being sent to all
stockholders of record as of the close of business on March 4, 1994 for
delivery beginning March 15, 1994. Although the Annual Report and Proxy
Statement are being mailed together, the Annual Report should not be deemed to
be part of the Proxy Statement.
Holders of record of the Company's $0.10 par value Common Stock and $2.00
Convertible Preferred Stock at the close of business on March 4, 1994 will be
entitled to vote at the 1994 Annual Meeting. On each matter properly brought
before the meeting, stockholders will be entitled to one vote for each share of
stock held.
Attendance at the Annual Meeting will be limited to stockholders as of the
record date, their authorized representatives and guests of the Company.
Admission will be by ticket only. For registered stockholders, the bottom
portion of the proxy card enclosed with the Proxy Statement is their Annual
Meeting ticket. Beneficial owners with shares held through an intermediary,
such as a bank or broker, should request tickets in writing from Stockholder
Services, Bristol-Myers Squibb Company, 345 Park Avenue, Suite 4100, New York,
New York 10154, and include proof of ownership, such as a bank or brokerage
firm account statement or a letter from the broker, trustee, bank or nominee
holding their stock, confirming beneficial ownership. Stockholders who do not
obtain tickets in advance may obtain them upon verification of ownership at the
Registration Desk on the day of the meeting. Admission to the Annual Meeting
will be facilitated if tickets are obtained in advance. Tickets may be issued
to others at the discretion of the Company.
Proxies are solicited to give all stockholders who are entitled to vote on
the matters that come before the meeting the opportunity to do so whether or
not they choose to attend the meeting in person.
If you are a registered stockholder you may vote by proxy by using the proxy
card enclosed with the Proxy Statement. When your proxy card is returned
properly signed, the shares represented will be voted according to your
directions. You can specify how you want your shares voted on each proposal by
marking the appropriate boxes on the proxy card. The proposals are identified
by number and a general subject title on the proxy card. Please review the
voting instructions on the proxy card and read the text of the proposals and
the position of the Board of Directors in the Proxy Statement prior to marking
your vote. If your proxy card is signed and returned without specifying a vote
or an abstention on any proposal, it will be voted according to the
recommendation of the Board of Directors on that proposal. That recommendation
is shown for each proposal on the proxy card. For the reasons set forth in more
detail later in the Proxy Statement, the Board of Directors recommends a vote
FOR the election of directors, FOR the ratification of the appointment of Price
Waterhouse, and AGAINST each of the two stockholder-proposed resolutions. If
you are a stockholder who holds shares through an intermediary you must provide
instructions on voting to your nominee holder.
The Board of Directors of Bristol-Myers Squibb knows of no other matters
which may be brought before the meeting. However, if any other matters are
properly presented for action, it is the intention of the named proxies to vote
on them according to their best judgment.
A plurality of the votes cast at the meeting is required to elect directors.
The affirmative vote of a majority of the shares of stock present in person or
by proxy is required for ratification of the appointment of Price Waterhouse
and for the adoption of the two stockholder-proposed resolutions.
1
<PAGE>
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, and 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 proposal or providing the designated
proxies with the right to vote in their judgment and discretion on the proposal
are counted to determine the number of shares present and entitled to vote, and
broker non-votes are not counted.
If you are a registered stockholder and wish to give your proxy to someone
other than the Directors' Proxy Committee, you may do so by crossing out the
names of all three Proxy Committee members appearing on the proxy card and
inserting the name of another person. The signed card must be presented at the
meeting by the person you have designated on the proxy card. You may revoke
your proxy at any time before it is voted at the meeting by taking one of the
following three actions: (i) by giving written notice of the revocation to the
Company; (ii) by executing and delivering a proxy with a later date; or (iii)
by voting in person at the meeting.
Tabulation of proxies and the votes cast at the meeting is conducted by an
independent agent and certified to by independent inspectors of election. Any
information that identifies the stockholder or the particular vote of a
stockholder is kept confidential and not disclosed to the Company.
The expense of preparing, printing and mailing proxy materials to Bristol-
Myers Squibb stockholders will be borne by Bristol-Myers Squibb. In addition to
solicitations by mail, a number of regular employees of Bristol-Myers Squibb
may solicit proxies on behalf of the Board of Directors in person or by
telephone. The Company has also retained, on behalf of the Board of Directors,
Georgeson & Company Inc., Wall Street Plaza, New York, New York 10005, to aid
solicitation by mail, telephone, telegraph and personal interview for a fee of
approximately $25,000 which will be paid by the Company. Bristol-Myers Squibb
will also reimburse brokerage houses and other nominees for their expenses in
forwarding proxy material to beneficial owners of the Company's stock.
VOTING SECURITIES AND PRINCIPAL HOLDERS
At the close of business on March 4, 1994, there were 510,925,584 shares of
$0.10 par value Common Stock ("Common Stock"), and 24,721 shares of $2.00
Convertible Preferred Stock ("Preferred Stock") outstanding and entitled to
vote.
The following table sets forth, as of January 31, 1994, beneficial ownership
of shares of Common Stock of the Company by each director, each of the named
executive officers and all directors and officers as a group.
Unless otherwise noted, such shares are owned directly or indirectly with
sole voting and sole investment power.
None of the directors or officers owns any Preferred Stock of the Company.
2
<PAGE>
<TABLE>
<CAPTION>
OF TOTAL NUMBER OF
SHARES BENEFICIALLY
TOTAL NUMBER OF PERCENT OF OWNED, SHARES WHICH MAY
SHARES BENEFICIALLY COMMON STOCK BE ACQUIRED WITHIN
NAME OWNED OWNED 60 DAYS
---- ------------------- ------------ -----------------------
<S> <C> <C> <C>
R. E. Allen................. 1,967(a) *(b) 1,500
M. E. Autera................ 301,825(c)(d) * 172,440
W. A. Davidson.............. 263,134(d) * 212,000
E. V. Futter................ 1,616(e) * 1,400
R. L. Gelb.................. 2,238,018(d)(f) * 944,330
L. V. Gerstner, Jr. ........ 7,740(g) * 750
C. A. Heimbold, Jr. ........ 506,770(d)(h) * 372,080
J. D. Macomber.............. 9,250(i) * 0
A. Rich, M.D. .............. 1,500(a) * 1,500
J. D. Robinson III.......... 5,300 * 1,500
L. E. Rosenberg, M.D........ 130,125 * 80,125
A. C. Sigler................ 4,500 * 1,500
L. W. Sullivan, M.D. ....... 0 * 0
K. E. Weg................... 211,421(d) * 142,788
All Directors and Officers
as a Group
(a)(c)(d)(e)(f)(g)(h)(i)(j). 5,262,462 1.0 2,810,366
</TABLE>
- --------
(a) Does not include amounts credited to directors' accounts in the 1987
Deferred Compensation Plan for Non-Employee Directors as units which are
valued according to the market value and shareholder return on equivalent
shares of Common Stock. Mr. Allen and Dr. Rich hold 5,738 and 4,656 such
units, respectively.
(b) Asterisk (*) represents less than 1% of stock.
(c) Includes 480 shares owned by Mr. Autera's wife over which he has neither
voting nor investment power.
(d) Messrs. Autera, Davidson, Gelb, Heimbold and Weg as well as other
executive officers each used shares previously awarded to them under the
Company's Restricted Stock Program to pay withholding tax obligations
resulting from the vesting of restricted stock shares in 1993; such
payments reduced the total number of shares beneficially owned by each of
such executive officers.
(e) Includes 216 shares owned jointly by Ms. Futter and her husband over which
she exercises shared voting and investment power.
(f) Includes 860,000 shares owned by the Charter Corporation over which Mr.
Gelb, as a director of the Charter Corporation, shares voting and
investment power with other members of its board of directors and also
includes 10,900 shares owned by the Lawrence M. Gelb Foundation, a
charitable foundation. Mr. Gelb, as a director of the Lawrence M. Gelb
Foundation, shares voting and investment power with other members of its
board of directors. Mr. Gelb disclaims beneficial ownership of the shares
owned by the Lawrence M. Gelb Foundation.
(g) Does not include amounts credited to Mr. Gerstner's account in the Squibb
Corporation Deferred Plan for Fees of Outside Directors as units which are
valued according to the market value and shareholder return on equivalent
shares of Common Stock. Mr. Gerstner holds 1,198 such units. Also does not
include 150 shares held in trust for the benefit of Mr. Gerstner's wife
over which neither he nor she exercises voting or investment power.
(h) Includes 3,188 shares held by members of Mr. Heimbold's family over which
he exercises shared voting and investment power. Also includes 9,732
shares held in trust for Mr. Heimbold's children over which he has neither
voting nor investment power.
(i) Includes 1,200 shares held by members of Mr. Macomber's family over which
he exercises shared voting and investment power.
(j) Includes 25,337 shares held jointly by other executive officers and their
respective spouses over which the officers exercise shared voting and
investment power. Also includes 721 shares owned by or for children of the
other executive officers over which the officers exercise shared voting
and investment power.
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
3
<PAGE>
Company's business through regular written reports and analyses and discussions
with the Chairman, the President and Chief Executive Officer and other
executives 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 1993 there were eleven meetings of the Board. Director aggregate
attendance at Board and Committee meetings averaged over 96%.
COMPENSATION OF DIRECTORS
In 1993, directors who were not also employees of Bristol-Myers Squibb each
received annual compensation consisting of an annual director's fee of $35,000
plus a fee of $2,000 for each Board meeting and Board Committee meeting
attended. In addition, the Chairmen of the Audit Committee, the Compensation
and Management Development Committee and the Committee on Directors and
Corporate Governance each received an annual fee of $10,000. In 1993 two non-
employee directors elected to participate in the 1987 Deferred Compensation
Plan for Non-Employee Directors. Under the provisions of the Plan, a non-
employee director may elect to defer payment of all or part of the compensation
received as a director. Deferred funds may be credited to a 6-month United
States Treasury bill equivalent fund, a fund based on the return on the
Company's invested cash or a fund based on the return on Bristol-Myers Squibb
Company Common Stock or to two or three of the funds. Deferred portions are
payable in a lump sum or in not more than fifteen annual installments. Payments
under the Plan commence when a participant ceases to be a director or at a
future date previously specified by the director. Pursuant to the provisions of
the Retirement Plan for Non-Employee Directors, a non-employee director who
retires from the Board after five years of service will receive an annual
retirement benefit equal to 50% of the director's average annual compensation
at retirement. For each year of service in excess of five, the benefit
percentage will increase by 2% to a maximum of twenty years of service. In its
discretion the Board of Directors may grant a benefit to a director who would
otherwise not be eligible for a benefit. The Bristol-Myers Squibb Company Non-
Employee Directors' Stock Option Plan provides for the automatic grant on the
date of the Company's Annual Meeting of an option to purchase 1,000 shares of
the Company's Common Stock to each individual who is elected to the Board of
Directors at such meeting or who had previously been elected to the Board of
Directors for a term extending beyond such Annual Meeting provided such
individual is not also an employee of the Company. The price of the option is
the fair market price of the Company's Common Stock on the date the option is
granted. Each option becomes exercisable in four equal installments commencing
on the earlier of the first anniversary of the date of grant or the date of the
next Annual Meeting and continuing similarly for the three years thereafter.
The options also become fully exercisable upon retirement from the Board after
one year of service. In 1993, options for a total of 8,000 shares were granted,
consisting of options for 1,000 shares granted to each of eight non-employee
directors. The Directors' Charitable Contribution Plan is part of the Company's
overall program of charitable contributions. The Plan is fully funded by life
insurance policies purchased by the Company on individual members and retired
members of the Board of Directors. In 1993 the Company paid a total of $186,000
in premiums on policies covering thirteen 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 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
4
<PAGE>
programs and cultural and civic activities. Individual directors derive no
financial benefit from this program since all charitable deductions relating to
the contributions accrue solely to the Company.
COMMITTEES OF THE BOARD
The Company's Bylaws specifically provide for an Audit Committee and an
Executive Committee. The Company's Bylaws also authorize the establishment of
additional committees of the Board and, under this authorization, the Board of
Directors has established the Committee on Directors and Corporate Governance
and the Compensation and Management Development Committee. The Board has
appointed individuals from among its members to serve on these four committees.
The membership of these four committees, with the exception of the Executive
Committee, is composed entirely of non-employee directors. From time to time
the Board of Directors establishes special committees to address certain
issues. Composition of such committees depends upon the nature of the issue
being addressed.
The duties of the Audit Committee are (a) to recommend to the Board of
Directors a firm of independent accountants to perform the examination of the
annual financial statements of the Company; (b) to review with the independent
accountants and with the Controller the proposed scope of the annual audit,
past audit experience, the Company's internal audit program, recently completed
internal audits and other matters bearing upon the scope of the audit; (c) to
review with the independent accountants and with the Controller significant
matters revealed in the course of the audit of the annual financial statements
of the Company; (d) to review on an annual basis whether the Company's
Statement 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 Statement of Business Conduct; (e) to review with the Controller any
suggestions and recommendations of the independent accountants concerning the
internal control standards and accounting procedures of the Company; (f) to
meet on a regular basis with a representative or representatives of the
Internal Audit Department of the Company and to review the Internal Audit
Department's Reports of Operations; and (g) to report its activities and
actions to the Board at least once each fiscal year.
The Committee on Directors and Corporate Governance's duties include, among
other things, (a) screening and recommending candidates for the Board of
Directors of the Company; (b) recommending the term of office for directors;
(c) recommending retirement policies for non-employee directors and
remuneration for non-employee directors; (d) recommending the desirable ratio
of employee directors to non-employee directors; (e) reviewing the format of
Board meetings and making recommendations for the improvement of such meetings;
(f) recommending the nature and duties of committees of the Board; and (g)
considering matters of corporate social responsibility and matters of
significance in areas related to corporate public affairs, the Company's
employees, stockholders and its customers. The Committee on Directors and
Corporate Governance considers stockholder recommendations of nominees for
election to the Board of Directors if they are accompanied by a comprehensive
written resume of the recommended nominee's business experience and background
and a consent in writing signed by the recommended nominee that he or she is
desirous of being considered as a nominee and, if nominated and elected, he or
she will serve as a director. Stockholders should send their written
recommendations of nominees accompanied by the aforesaid documents to the
principal executive offices of the Company addressed to the Company, 345 Park
Avenue, New York, New York 10154, attention Corporate Secretary.
The Compensation and Management Development Committee's duties include, among
other things, (a) administration of the Company's annual bonus, stock option
and long-term incentive plans; (b) adoption and review of major compensation
plans; (c) responsibility for the Company's management development programs and
procedures; and (d) approval of compensation for corporate officers and certain
senior management.
5
<PAGE>
During calendar year 1993, the committees of the Board held in the aggregate
a total of eleven meetings; the Audit Committee having met three times, the
Compensation and Management Development Committee having met six times and the
Committee on Directors and Corporate Governance having met two times. There
were no meetings of the Executive Committee in 1993.
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 four directors at
the meeting, the Company will have eleven directors, including the seven
directors whose present terms extend beyond the meeting. During 1993 Wayne A.
Davidson retired as an employee of the Company and, pursuant to the Company's
Bylaws, retired from the Board of Directors. Listed first below are nominees
for election for the 1994-1997 term followed by the directors in the 1992-1995
term and then the directors in the 1993-1996 term.
1994-1997 TERM
- -------------------------------------------------------------------------------
(PHOTO) ROBERT E. ALLEN
Chairman and Chief Executive Officer since 1988,
director since 1984 and President and Chief
Operating Officer from 1986 to 1988 of AT&T
Company, an information management and movement
company. Director of the Company since January
1986. His present term expires at this Annual
Meeting. Mr. Allen is a director of Pepsico, Inc.
and Chrysler Corporation and a member of the
Federal Reserve Bank of New York. He is Chairman of
The Business Council, a member of The Business
Roundtable, the U.S.-Japan Business Council and the
New American Schools Development Corporation and a
trustee of Wabash College. Board Committees:
Committee on Directors and Corporate Governance
(Chairman), Compensation and Management Development
Committee and Executive Committee. Age 59.
(PHOTO) MICHAEL E. AUTERA
Executive Vice President of the Company since
August 1989 with responsibility for the Nutritional
and Health Care businesses of the Company since
January 1994 and Chief Financial Officer since
1977. Executive Vice President, Administration, of
the Company from August 1989 until January 1994.
Senior Vice President, Administration, of the
Company from 1987 to 1989. Director of the Company
since May 1991. His present term expires at this
Annual Meeting. Mr. Autera is a member of the Board
of Managers of the New York Botanical Garden, the
Financial Steering Committee of the Pharmaceutical
Manufacturers Association and the Board of
Directors of the Puerto Rico-U.S.A. Foundation. Age
55.
6
<PAGE>
(PHOTO) JOHN D. MACOMBER
Principal since 1992 of the JDM Investment Group, a
private investment firm. Chairman and President of
the Export-Import Bank of the United States from
1989 to 1992. Chairman of J.D. Macomber & Co. from
1987 to 1989. Chairman and Chief Executive Officer
of Celanese Corporation from 1973 to 1986. Director
of the Company from 1978 to 1989 and since February
1993. His present term expires at this Annual
Meeting. Mr. Macomber is a director of The Brown
Group, Inc., DNA Plant Technology Corporation,
Pilkington Ltd., Textron, Inc. and Xerox
Corporation. He is Chairman of the Council For
Excellence in Government, a director of the
Atlantic Council of the United States and the
National Executive Services Corps. He is also on
the Advisory Boards of the Center for Strategic &
International Studies and the Yale School of
Management and on the International Advisory Board
of Paribas Banque (France). He is a Trustee of the
Carnegie Institution of Washington and the
Rockefeller University, a Charter Trustee of
Phillips Academy-Andover and a member of the
Council on Foreign Relations, Inc. Board
Committees: Audit Committee and Compensation and
Management Development Committee. Age 66.
(PHOTO) JAMES D. ROBINSON III
President since March 1993 of J.D. Robinson Inc., a
financial service company. Chairman and Chief
Executive Officer of American Express Company from
1977 to 1993. Director of the Company since 1976.
His present term expires at this Annual Meeting.
Mr. Robinson is a director of the Coca-Cola
Company, Union Pacific Corporation, First Data
Corporation and SCI Television, Inc. and a Senior
Advisor to Trust Company of the West. He is
Chairman of the Board of Overseers and Board of
Managers of Memorial Sloan-Kettering Cancer Center,
a member of the Board of the Japan Society and a
Trustee of the Brookings Institution. Board
Committees: Committee on Directors and Corporate
Governance, Compensation and Management Development
Committee (Chairman) and Executive Committee. Age
58.
1992-1995 TERM
- --------------------------------------------------------------------------------
(PHOTO) LOUIS V. GERSTNER, JR.
Chairman and Chief Executive Officer of IBM
Corporation since April 1993. Chairman and Chief
Executive Officer of RJR Nabisco Holdings
Corporation from 1989 to 1993. President of
American Express Company from 1985 to 1989.
Director of the Company since October 1989 and a
director of Squibb Corporation from 1986 to October
1989. His present term expires at the 1995 Annual
Meeting. Mr. Gerstner is a director of The New York
Times Company and R.J.R. Nabisco Holdings
Corporation. He is a member of the
7
<PAGE>
Board of the New American Schools Development
Corporation, a member of the Council on Foreign
Relations, Inc. and a director of Lincoln Center
for the Performing Arts, Inc. Board Committees:
Committee on Directors and Corporate Governance,
Compensation and Management Development Committee
and Executive Committee. Age 52.
(PHOTO) CHARLES A. HEIMBOLD, JR.
Chief Executive Officer since January 1994 and
President since October 1992 of the Company. Mr.
Heimbold was Executive Vice President of the
Company from 1989 until October 1992, with
responsibility for the Consumer Products Group from
1989, the Health Care Group from 1984 and Planning
and Development from 1973 to 1984 and from 1988.
President of the Health Care Group from 1984 to
1988 and Senior Vice President of the Company from
1981 to 1989. Director of the Company since October
1989. His present term expires at the 1995 Annual
Meeting. He is a member of The Business Roundtable
and the Executive Committee of the Board of
Directors of the Pharmaceutical Manufacturers
Association. He is also a member of the Board of
Trustees of International House and of Sarah
Lawrence College, a member of the Board of
Directors of the Ethics Resource Center, Vice
Chairman of the Board of Trustees of Phoenix House
and Chairman of the Board of Overseers of the Law
School of the University of Pennsylvania. Age 60.
(PHOTO) ALEXANDER RICH, M.D.
A member of the Department of Biology of the
Massachusetts Institute of Technology since 1958
and the William Thompson Sedgwick Professor of
Biophysics since 1974. A director of the Company
since October 1989 and a director of Squibb
Corporation from March to October 1989. His present
term expires at the 1995 Annual Meeting. Dr. Rich
is a director and co-chairman of the Board of
Repligen Corporation and a director of Alkermes
Corporation. He is a member of the National Academy
of Sciences, the American Academy of Arts and
Sciences, the American Philosophical Society, the
Pontifical Academy of Science and a foreign member
of the French Academy of Sciences. He is Chairman
of the Biotechnology Program, Committee on
Scholarly Communication with the People's Republic
of China, National Academy of Sciences, a member of
the Board of Sponsors, Physicians for Social
Responsibility, a member of the Board of Visitors
of Boston University School of Medicine and a
Senior Member of the Institute of Medicine,
Washington, D.C. Board Committees: Audit Committee
and Committee on Directors and Corporate
Governance. Age 69.
8
<PAGE>
1993-1996 TERM
- --------------------------------------------------------------------------------
(PHOTO) ELLEN V. FUTTER
President of The American Museum of Natural History
since 1993. President of Barnard College from 1981
to 1993. Director of the Company since March 1990.
Her present term expires at the 1996 Annual
Meeting. Ms. Futter is a trustee of Barnard
College, Consolidated Edison Company of New York,
Inc., and the American Museum of Natural History
and a director of CBS, Inc. She is a member of the
Council on Foreign Relations, Inc. and Helsinki
Watch, a Trustee of the Committee for Economic
Development and a Partner of the New York City
Partnership, Inc. Ms. Futter is also a director of
The American Ditchley Foundation and a trustee of
The American Assembly. Board Committees: Audit
Committee and Compensation and Management
Development Committee. Age 44.
(PHOTO) RICHARD L. GELB
Chairman of the Board of the Company since 1976.
Mr. Gelb was Chief Executive Officer of the Company
from 1972 through December 1993 and President of
the Company from 1967 through 1976. Director of the
Company since 1960. His present term expires at the
1996 Annual Meeting. Mr. Gelb is a director of The
New York Times Company, the New York Life Insurance
Company and Bessemer Securities Corporation. He is
a member of The Business Council, Vice Chairman of
the Board of Overseers and the Board of Managers of
Memorial Sloan-Kettering Cancer Center and Chairman
of the Board of Managers of Sloan-Kettering
Institute for Cancer Research. Mr. Gelb is a member
of the Council on Foreign Relations, Inc., a
director of Lincoln Center for the Performing Arts,
Inc. and a Charter Trustee, Phillips Academy-
Andover. He is also Vice Chairman and Trustee of
the New York City Police Foundation and a Partner
of the New York City Partnership, Inc. Board
Committee: Executive Committee (Chairman). Age 69.
(PHOTO) ANDREW C. SIGLER
Chief Executive Officer since 1974, President from
1974 to 1980, Chairman since 1979 and a director
since 1973 of Champion International Corporation, a
paper and wood products company. Director of the
Company since 1984. His present term expires at the
1996 Annual Meeting. Mr. Sigler is a director of
Chemical Banking Corporation and General Electric
Company. He is a memberof The Business Council, The
Business Roundtable and theBoard of Trustees for
Dartmouth College. Board Committees:Audit Committee
(Chairman), Compensation and Management Development
Committee and Executive Committee. Age 62.
9
<PAGE>
(PHOTO) LOUIS W. SULLIVAN, M.D.
President of the Morehouse School of Medicine from
1985 to 1989 and since January 1993. From March
1989 to January 1993 Secretary of the United States
Department of Health and Human Services. Director
of the Company since February 1993. His present
term expires at the 1996 Annual Meeting. Dr.
Sullivan is a director of 3-M Corporation, Georgia
Pacific Corporation, General Motors Corporation,
CIGNA Corporation and Household International, Inc.
He is a founder and Vice Chairman of Medical
Education for South African Blacks, Inc., a member
of the National Executive Council of the Boy Scouts
of America, a member of the Board of Trustees of
Little League of America, Africare, the
International Foundation for Education and Self-
Help and the American Cancer Society and a director
of the Ethics Resource Center and United Way of
America. Board Committees: Audit Committee and
Committee on Directors and Corporate Governance.
Age 60.
COMPENSATION AND BENEFITS
The Company's compensation and benefit 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 a
Company supported savings plan and a Company funded pension plan and are
provided with medical and other welfare benefits coverages. Employees outside
of the United States are similarly covered by comprehensive compensation and
benefit programs.
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 is the determinant of formula-
based incentive payments under the Company's executive compensation program,
the successful Bristol-Myers Squibb executive must perform effectively in many
areas which are not measured specifically by financial results. Performance is
also assessed against standards of business conduct reflecting social values
and the expectations of the Company's key constituencies including its
employees and stockholders, the consumers of its products, suppliers and
customers, the communities it operates in and the countries where it does
business. The Bristol-Myers Squibb Company Pledge clearly defines what is
expected of every employee in the Company and the performance of the Company's
executives is appraised in this regard.
10
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following tables and notes present the compensation provided by the
Company to its Chief Executive Officer and the Company's four most highly
compensated executive officers, other than the Chief Executive Officer, who
served as executive officers at the end of 1993, along with one executive
officer who met this criteria but retired prior to year end.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ----------------------- ----------
OTHER ALL
ANNUAL RESTRICTED SECURITIES LONG TERM OTHER
COMPEN- STOCK UNDERLYING INCENTIVE COMPEN-
NAME/TITLE SALARY BONUS SATION(1) AWARDS(2) OPTIONS/SARS PAYOUTS SATION(3)
YEAR $ $ $ $ # $ $
- ------------------------ ---------- ---------- --------- ---------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
R.L. Gelb
Chairman and
Chief Executive Officer
1993................... $1,240,000 $1,059,986 -- $0 215,000 $1,327,673(4) $55,809
1992................... $1,173,750 $ 837,014 -- $0 86,000 $1,036,350(5) $52,826
1991................... $1,084,500 $ 966,600 -- $0 86,000 $ 905,600(6) --
C.A. Heimbold, Jr.
President (7)
1993................... $ 828,625 $ 621,121 -- $0 156,000 $ 697,028(4) $37,287
1992................... $ 655,975 $ 381,905 -- $0 47,000 $ 535,448(5) $29,520
1991................... $ 557,500 $ 393,800 -- $0 47,000 $ 422,600(6) --
M.E. Autera
Executive Vice President
1993................... $ 591,250 $ 398,580 -- $0 93,400 $ 531,069(4) $26,609
1992................... $ 555,000 $ 287,914 -- $0 37,000 $ 431,812(5) $24,984
1991................... $ 511,200 $ 308,200 -- $0 32,000 $ 377,300(6) --
K.E. Weg
President,
Pharmaceutical Group (8)
1993................... $ 503,333 $ 311,553 -- $0 60,400 $ 431,494(4) $22,659
1992................... $ 438,750 $ 185,355 -- $0 18,125 $ n.a. (9) $19,751
1991................... $ 405,000 $ 278,655 -- $0 19,500 $ n.a. (9) --
L.E. Rosenberg, M.D.
President, Pharmaceutical
Research Institute (10)
1993................... $ 450,000 $ 250,794 -- $0 45,625 $ n.a. (11) $20,250
1992................... $ 415,000 $ 163,091 -- $0 14,500 $ n.a. (11) $14,175
1991................... $ 133,336 $ 80,100 -- $4,350,000 20,000 $ n.a. (11) --
W.A. Davidson
Executive Vice President (12)
1993................... $ 536,250 $ 474,975 -- $0 0 $ 863,394(4) $76,388
1992................... $ 702,750 $ 393,893 -- $0 47,000 $ 535,448(5) $31,361
1991................... $ 649,500 $ 456,100 -- $0 47,000 $ 467,900(6) --
</TABLE>
- --------
(1) The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites, and was less than the level required for
reporting.
(2) No awards were made in the fiscal years listed for Messrs. Gelb, Heimbold,
Autera, Weg and Davidson. Dr. Rosenberg's grant was made at the time he
was hired by the Company. Regular dividends are paid on these shares. As a
result of awards made in prior years, at December 31, 1993 (based upon the
closing market value stock price of $58.25), the number and market value
of shares of restricted stock held by each of the named executive officers
were as follows: Mr. Gelb (40,000; $2,330,000), Mr. Heimbold (20,000;
$1,165,000), Mr. Autera (20,000; $1,165,000), Mr. Weg (15,000; $873,750)
and Dr. Rosenberg (50,000; $2,912,500). In connection with Mr. Davidson's
retirement, the lapsing of restrictions on Mr. Davidson's restricted stock
was accelerated.
(3) For 1993 consists of matching contributions to the Savings and Investment
Program (SIP) and the Benefits Equalization Plan for the SIP (BEP) in the
amounts of $10,613 and $45,196; $10,613 and $26,674; $6,359 and $20,250;
$10,613 and $12,046; and $10,613 and $9,637 for Messrs. Gelb, Heimbold,
Autera, Weg and Dr. Rosenberg, respectively. Mr. Davidson's total is
comprised of SIP and BEP matching contributions of $6,160 and $17,978
along with $52,250 in payments made at the time of his retirement for
vacation banked while he was an active employee.
(4) Long Term Performance Award Plan award granted in 1990 and earned over the
four-year performance period from 1990 through 1993. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives. The payment of this award was made in Company Stock; a portion
of the shares were withheld to satisfy income tax withholding.
(5) Long Term Performance Award Plan award granted in 1989 and earned over the
four-year performance period from 1989 through 1992. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives.
(6) Long Term Performance Award Plan award granted in 1988 and earned over the
four-year performance period from 1988 through 1991. Payout was based on
the achievement of four-year compounded annual earnings per share growth
objectives.
11
<PAGE>
(7) Mr. Heimbold became President in October, 1992; prior to that he was an
Executive Vice President of the Company. On January 1, 1994, he was named
President and Chief Executive Officer.
(8) Mr. Weg became President, Pharmaceutical Group in March, 1993; prior to
that he was President, Pharmaceutical Operations.
(9) Mr. Weg was not covered by these awards since they were granted prior to
the merger between Bristol-Myers and Squibb when Mr. Weg rejoined the
Company.
(10) Dr. Rosenberg was hired by the Company in September 1991. Formerly, he
was Dean of the Yale School of Medicine.
(11) Dr. Rosenberg was not covered by these awards since they were granted
prior to his joining the Company.
(12) Mr. Davidson retired from the Company effective October 1, 1993. The base
salary shown is the amount paid prior to his retirement date.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------- --------------
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 $
---- ------------ ------------ ---------- ------------------ --------------
<S> <C> <C> <C> <C> <C>
R.L. Gelb............... 215,000 4.6% $56.562500 March 15, 2003 $ 2,845,659
C.A. Heimbold, Jr....... 156,000 3.3% $56.562500 March 15, 2003 $ 2,064,758
M.E. Autera............. 93,400 2.0% $56.562500 March 15, 2003 $ 1,236,207
K.E. Weg................ 60,400 1.3% $56.562500 March 15, 2003 $ 799,432
L.E. Rosenberg, M.D..... 45,625 1.0% $56.562500 March 15, 2003 $ 603,875
W.A. Davidson (4)....... 0 0.0% n.a. n.a. $ n.a.
All Stockholders(5) $6,849,466,181
All Optionees(6)........ 4,668,975 100% $56.575384 Various Dates 2003(6) $ 61,810,879
All Optionees Grant Date Present Value as a Percent of All Stockholder Value... ..........0.90%
</TABLE>
- --------
(1) Individual grants become exercisable in installments of 25% per year on
each of the first through the fourth anniversaries of the grant date. At
age 60, all outstanding option grants fully vest. As consideration for the
option grant an employee must remain in the employ of the Company for one
year from the date of grant. No SARs were granted in 1993. Stock options
were the sole form of long term incentives granted by the Company in 1993
as opposed to prior years when both stock options and Long Term
Performance Awards were granted.
(2) All grants were made at 100% of fair market value as of date of grant.
(3) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the options set forth in this table. The Company does not believe
that the Black-Scholes model, or any other model, can accurately determine
the value of an option. Accordingly, there is no assurance that the value
realized by an executive, if any, will be at or near the value estimated
by the Black-Scholes model. Future compensation resulting from option
grants is based solely on the performance of the Company's stock price.
The Black-Scholes Ratio of 0.234 was determined using the following
assumptions: a volatility of .1817, an historic average dividend yield of
3.82%, a risk free interest rate of 7.0% and a 10 year option term.
(4) Mr. Davidson did not receive a stock option grant in 1993 due to his
retirement from the Company.
(5) The "Grant Date Present Value" shown is the incremental gain to all
stockholders as a group which would result from the application of the
same assumptions to all shares outstanding on March 15, 1993, as was used
to estimate the "Grant Date Present Value" of Options listed above.
(6) Information based on all stock option grants made to employees in 1993.
Exercise price shown is the weighted average of all grants. Actual
exercise prices ranged from $55.625 to $59.4375, reflecting the fair
market value of the stock on the date of the option grant.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN THE MONEY"(4)
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ANNUALIZED FISCAL YEAR-END FISCAL YEAR-END
ON VALUE VALUE # $
EXERCISE REALIZED(2) REALIZED(3) ------------------------- ----------------------------
NAME # $ $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ -------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
R.L. Gelb............... 10,910 $345,098 $41,940 729,330 215,000 $5,079,118 $362,813
C.A. Heimbold, Jr....... 0 $ 0 $ 0 216,080 156,000 $1,358,759 $263,250
M.E. Autera............. 0 $ 0 $ 0 125,840 143,150 $1,191,818 $193,613
K.E. Weg................ 0 $ 0 $ 0 113,407 88,619 $2,661,906 $131,175
L.E. Rosenberg, M.D..... 0 $ 0 $ 0 34,500 45,625 $ (5) $ 76,992
W.A. Davidson........... 27,330 $618,341 $88,334 212,000 0 $1,097,422 $ 0
</TABLE>
- --------
(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.
12
<PAGE>
(2) Fair Market Value of underlying securities at exercise minus the exercise
price.
(3) The aggregate value realized upon exercise divided by the number of years
between date of grant and date of exercise.
(4) Calculated based upon the December 31, 1993 Fair Market Value share price
of $58.25 less the share price to be paid upon exercise.
(5) All options reported in this category have an exercise price above the
December 31, 1993 Fair Market Value.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As was earlier described in the section on Committees of the Board (pp. 5 and
6), the Compensation and Management Development Committee is responsible for
administering the compensation program for the executive officers of the
Company. The Committee is composed exclusively of directors who are
"disinterested persons" as defined by the Securities and Exchange Commission
rules and are neither employees or former employees of the Company nor eligible
to participate in any of the executive compensation programs.
The Company's executive compensation program is based upon a pay-for-
performance philosophy. Under the Company's program an executive's compensation
consists of three components: base salary, an annual incentive (bonus) payment,
and long term incentives (which include payments and stock options). An
executive's base salary is determined by an assessment of her/his sustained
performance against her/his individual job responsibilities including, where
appropriate, the impact of such performance on the business results of the
Company, current salary in relation to the salary range designated for the job,
experience and mastery, and potential for advancement. Payments under the
Company's annual incentive plan, the Performance Incentive Plan, are tied to
the Company's level of achievement of annual pretax earnings targets,
establishing a direct link between executive pay and Company profitability.
Annual pretax earnings targets for the overall Company and each operating group
are based upon the earnings budget for the Company as reviewed by the Board of
Directors. An individual executive's annual incentive opportunity is a
percentage of her/his salary determined by the executive's job level. Actual
annual incentive payments are determined by applying a formula-based pretax
earnings performance to each individual's annual incentive opportunity.
Applying this formula results in payments at the targeted incentive opportunity
level when budgeted earnings are achieved, and payments below the targeted
level when earnings are below those set by the budget. The formula provides for
payments above the targeted level only when earnings exceed those set in the
budget.
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 upon the creation of incremental stockholder value and the
attainment of long term earnings goals. Stock options only produce value to
executives if the price of the Company's stock appreciates, thereby directly
linking the interests of executives with those of stockholders. The number of
stock options granted is based on the grade level of an executive's position
and the executive's performance in the prior year. 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 stock options granted. The
executive's right to the stock options vests over a four-year period and each
option is exercisable, but only to the extent it has vested, over a ten-year
period following its grant. In order to preserve the linkage between the
interests of executives and those of stockholders, executives are expected to
retain the shares obtained on the exercise of their stock options, after
satisfying the cost of exercise and taxes, except in specific cases of special
financial need. Payouts of long term performance awards are made ratably only
to the extent that the Company achieves the earnings per share growth
objectives established at the time the award was made. For the four-year period
ending in 1993 performance fell short of the targeted earnings per share growth
objectives and, correspondingly, the long term performance award payments for
the most recent fiscal year were below the targeted awards.
For 1993, the Committee determined that the only form of long term awards
would be stock options. Long term performance awards, which were granted in
prior years along with stock options,
13
<PAGE>
were not granted in 1993. This action was taken because the Committee felt that
by granting stock options only in 1993, there would be a better alignment
between executive interests and the interests of stockholders through focusing
executive compensation on the creation of shareholder value.
The Company's executive compensation program is designed to provide overall
compensation, corresponding to targeted levels of budgeted earnings
performance, which is above the median of pay practices of a peer group of 13
large and high performing industry competitors. The corporations making up the
peer companies group are Abbott Laboratories, American Home Products
Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and Company,
Merck & Co., Inc., Pfizer, Inc., The Procter & Gamble Company, Rhone-Poulenc
Rorer Inc., Schering-Plough Corporation, Syntex Corporation, The Upjohn Company
and Warner-Lambert Company. With the divestiture of the Company's household
products division, Clorox was dropped from the peer group. Compared to the peer
companies group, Bristol-Myers Squibb ranked third largest as measured by
sales, second in operating earnings and has historically performed strongly
versus competitors and the broader array of companies represented in the
Fortune 500 and S&P 500 based on return on equity, net earnings as a percent of
sales and earnings per share growth over the prior five-year period.
The executive compensation program is designed to provide value to the
executive only if individual performance, Company performance versus budgeted
earnings targets, longer term earnings per share growth and share price
appreciation meet or exceed expectations. When expectations are not met, an
executive is paid less than the targeted level of compensation under the
program. For example, in the most recent fiscal year, 1993, Company performance
in general fell slightly below targeted levels, resulting in annual incentives
for the named executives, and for the Company's executives generally, which
were below target levels. This shortfall versus budgeted earnings was less than
that experienced in 1992 and hence, 1993 annual incentive payments exceeded
those made in 1992.
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 1993 compensation decisions were made, the
Committee reviewed the return on equity, net earnings as a percent of sales and
earnings per share growth over the prior five years. For this period, after
adjusting for nonrecurring and unusual items for both Bristol-Myers Squibb and
the peer companies group, the Company's annual return on equity, net earnings
as a percent of sales and earnings per share growth exceeded the annual average
performance of the peer companies group. Further, Company performance on these
measures significantly exceeded the median annual performance levels of
companies represented in the Fortune 500 (the performance of this index
approximating the performance of the S&P 500). For earnings per share growth,
the measure which is used as the basis for the Company's long term performance
awards, the Company performed in the top third of the peer companies group.
Additionally, in making its compensation decisions the Committee reviewed data
concerning the levels of executive pay among the peer companies group for
comparison purposes. This data included analyses provided by independent
compensation consultants.
Mr. Gelb's compensation results from his participation in the same
compensation program as the other executives of the Company. His 1993
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.
Because the Company's executive compensation program is designed to reward
the achievement of long term performance results, the majority of Mr. Gelb's
targeted compensation is based upon annual bonus and long term incentives, with
the annual bonus representing slightly less than one quarter of total pay and
long term incentives representing more than one-half of the targeted level of
total compensation. Based upon Mr. Gelb's performance during 1993, including
leading a strategic
14
<PAGE>
review of, and initiating responses to, the significant and changing
competitive forces in the health care industry, and in view of competitive
practices, the Committee increased his base salary by 5.6%. Mr. Gelb's annual
bonus, as was discussed previously, is based upon the degree to which the
overall Company achieves its pretax earnings budget. For 1993, the Company's
overall performance resulted in a bonus payout to Mr. Gelb equal to 94.9% of
his targeted award.
A key component of long term compensation is stock options. Options are
exercisable over the ten-year period following their grant. The Company's
compounded stock price appreciation, including reinvested dividends, closely
tracked that of the peer companies group for much of the most recent ten-year
period and exceeded that of the S&P 500 for the majority of that period.
The Committee believes that the program it has adopted, with its emphasis on
long term compensation, serves to focus the efforts of the Company's executives
on the attainment of a sustained high rate of Company growth and profitability
for the benefit of the Company and its stockholders.
Deductibility of Compensation Over $1 Million
- ---------------------------------------------
During 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 1994. Based on the preliminary 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 plan. Upon issuance of final regulations,
further changes will be made to the extent necessary and possible to maintain
the deductibility of payments under both plans.
Compensation and Management Development Committee
James D. Robinson III, Chairman
Robert E. Allen
Ellen V. Futter
Louis V. Gerstner, Jr.
John D. Macomber
Andrew C. Sigler
PERFORMANCE GRAPHS
The following graphs compare the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index (S&P
500) and the average performance of a group consisting of the Company's peer
corporations on a line-of-business basis. As previously noted, the corporations
making up the peer companies group are Abbott Laboratories, American Home
Products Corporation, The Gillette Company, Johnson & Johnson, Eli Lilly and
Company, Merck & Co., Inc., Pfizer, Inc., The Procter & Gamble Company, Rhone-
Poulenc Rorer Inc., Schering-Plough Corporation, Syntex Corporation, The Upjohn
Company and Warner-Lambert Company. Total Return indices reflect reinvested
dividends and are weighted using beginning-period market capitalization for
each of the reported time periods. This peer companies group is the group used
by the Company for comparisons in measuring Company performance for
compensation purposes. This group is consistent with the group used in the 1993
Proxy Statement with the exception of the exclusion of the Clorox Company. That
company was excluded due to Bristol-Myers Squibb's divestiture of its household
products division. The exclusion of Clorox increased the peer companies group
final five-year index by approximately 0.1%.
15
<PAGE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BRISTOL-MYERS SQUIBB, PEER COMPANIES GROUP INDEX
AND S&P 500 INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Bristol- Peer S&P
Measurement period Myers Companies 500
(Fiscal year Covered) Squibb Index Index
- --------------------- --------- --------- ---------
<S> <C> <C> <C>
Measurement PT -
12/31/88 $100 $100 $100
FYE 12/31/89 $129 $145 $132
FYE 12/31/90 $160 $172 $127
FYE 12/31/91 $217 $266 $166
FYE 12/31/92 $171 $233 $179
FYE 12/31/93 $155 $224 $197
</TABLE>
Assumes $100 invested on 12/31/88 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.
COMPARISON OF 10-YEAR CUMULATIVE TOTAL RETURN
AMONG BRISTOL-MYERS SQUIBB, PEER COMPANIES GROUP INDEX
AND S&P 500 INDEX
<TABLE>
<CAPTION>
Bristol- Peer S&P
Measurement period Myers Companies 500
(Fiscal year Covered) Squibb Index Index
- --------------------- --------- --------- ---------
<S> <C> <C> <C>
Measurement PT -
12/31/88 $100 $100 $100
FYE 12/31/84 $128 $107 $106
FYE 12/31/85 $167 $157 $140
FYE 12/31/86 $215 $212 $166
FYE 12/31/87 $221 $233 $174
FYE 12/31/88 $253 $267 $203
FYE 12/31/89 $325 $386 $267
FYE 12/31/90 $403 $458 $259
FYE 12/31/91 $548 $711 $338
FYE 12/31/92 $432 $621 $363
FYE 12/31/93 $391 $598 $400
</TABLE>
Assumes $100 invested on 12/31/83 in Bristol-Myers Squibb Common Stock, S&P
500 Index and Peer Companies Group Index. Values are as of December 31 of
specified year assuming that dividends are reinvested.
16
<PAGE>
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
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000..... $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000 $ 80,000
250,000..... 75,000 100,000 125,000 150,000 175,000 200,000
500,000..... 150,000 200,000 250,000 300,000 350,000 400,000
750,000..... 225,000 300,000 375,000 450,000 525,000 600,000
1,000,000..... 300,000 400,000 500,000 600,000 700,000 800,000
1,250,000..... 375,000 500,000 625,000 750,000 875,000 1,000,000
1,500,000..... 450,000 600,000 750,000 900,000 1,050,000 1,200,000
1,750,000..... 525,000 700,000 875,000 1,050,000 1,225,000 1,400,000
2,000,000..... 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000
2,250,000..... 675,000 900,000 1,125,000 1,350,000 1,575,000 1,800,000
2,500,000..... 750,000 1,000,000 1,250,000 1,500,000 1,750,000 2,000,000
2,750,000..... 825,000 1,100,000 1,375,000 1,650,000 1,925,000 2,200,000
3,000,000..... 900,000 1,200,000 1,500,000 1,800,000 2,100,000 2,400,000
</TABLE>
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: R.L. Gelb--40
years; C.A. Heimbold, Jr.--30 years; M.E. Autera--26 years; K.E. Weg--25 years;
L.E. Rosenberg--3 years. Mr. Davidson retired from the Company on October 1,
1993 with 36 years of credited service.
EXECUTIVE AGREEMENTS
On October 1, 1993, following his retirement as an executive officer and
director of the Company, Wayne A. Davidson entered into a two-year consulting
agreement to provide advice and counsel to the Company on matters in his area
of expertise. In exchange for providing these services to the Company, Mr.
Davidson will be compensated in an annual amount of $100,000 for up to thirty
days of services per year. Amounts paid under this agreement will be in
addition to benefits payable to Mr. Davidson as a retired employee under the
Company's Retirement Income Plan and Benefit Equalization Plan. Additionally,
Mr. Davidson will be provided with office space and secretarial support for the
conduct of the services under the agreement and other activities as well as
with the continued use of an automobile and facilities available to employees
at the Company's Princeton office. The total cost of these services in 1993 was
$34,500. In addition, the Company will reimburse Mr. Davidson for reasonable
expenses he incurs in connection with the services he provides to the Company
under the agreement.
On January 1, 1994, the Company entered into a two-year consulting agreement
with former Ambassador Bruce S. Gelb, a former employee, Vice Chairman and
director of the Company. Ambassador Gelb is the brother of Richard L. Gelb. The
agreement provides that Ambassador Gelb will provide advice and counsel to the
Company on matters in his areas of expertise. In exchange for providing these
services to the Company, Ambassador Gelb will be compensated in an annual
amount of $100,000 for up to thirty days of services per year. Amounts paid
under this agreement will be in addition to benefits payable to Ambassador Gelb
as a retired employee under the Company's
17
<PAGE>
Retirement Income Plan and Benefit Equalization Plan. Additionally, Ambassador
Gelb will be provided with an office and secretarial support for the conduct of
the services under the agreement and other activities as well as the use of
various facilities available to employees at the Company's headquarters. In
addition, the Company will reimburse Ambassador Gelb for reasonable expenses he
incurs in connection with the services he provides to the Company under the
agreement.
PROPOSAL 1--ELECTION OF DIRECTORS
Four directors are to be elected at the meeting for three-year terms ending
at the 1997 Annual Meeting. Robert E. Allen, Michael E. Autera, John D.
Macomber and James D. Robinson III, all of whom are presently directors of the
Company and 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.
PROPOSAL 2--APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Bristol-Myers Squibb has appointed Price Waterhouse
as independent accountants for the year 1994, subject to ratification by the
stockholders. The Audit Committee recommended Price Waterhouse to the full
Board of Directors. Price Waterhouse, because of its high standing in its
field, is considered to be eminently qualified to perform this important
function. A representative of Price Waterhouse is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if desired,
and such representative is expected to be available to respond to appropriate
questions.
Total fees paid or to be paid to Price Waterhouse for audit services for 1993
approximate $4,410,000.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Price Waterhouse.
In the event the stockholders fail to ratify the appointment, it will be
considered as a direction to the Board of Directors to select another
independent accounting firm. It is understood that even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the best interests of the
Company and its stockholders.
PROPOSAL 3--STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 120 shares of Common
Stock, has informed the Company that she intends to present to the meeting the
following resolution:
RESOLVED: "That the shareholders of Bristol-Myers Squibb recommend that the
Board of Directors take the necessary steps to reinstate the election of
directors ANNUALLY, instead of the stagger system which was recently adopted."
REASONS: "Until recently, directors of Bristol-Myers Squibb were elected
annually by all shareholders."
18
<PAGE>
"The great majority of New York Stock Exchange listed corporations elect all
their directors each year."
"This insures that ALL directors will be more accountable to ALL shareholders
each year and to a certain extent prevents the self-perpetuation of the Board."
"Last year the owners of 115,633,769 shares, representing approximately 32.9%
of shares voting, voted FOR this proposal."
"If you AGREE, please mark your proxy FOR this resolution."
BOARD OF DIRECTORS' POSITION
In 1984 the stockholders of the Company decided, by a vote at the Annual
Meeting, to divide the Board of Directors into three classes with the number of
directors in each class being as nearly equal as possible. Each director serves
a three-year term and directors for one of the three classes are elected each
year. Similar procedures for this staggered election approach have been adopted
by many major corporations and, in fact, more than half of the other Fortune
500 companies provide for the election of their directors in this manner.
The staggered election of directors is intended to provide continuity of
experienced directors on the Board and prevent a precipitous change in the
composition of the Board. With staggered elections, at least two annual
stockholder meetings would be required to effect a change in control of the
Board of Directors. One benefit derived from that situation is an enhancement
of management's ability to negotiate in the best interest of all the
stockholders with a person seeking to gain control of the corporation. A
further benefit is the assurance of continuity and stability in the management
of the business and affairs of the Company since a majority of the directors
will always have prior experience as directors of the Company.
At the time the classified board approach was adopted, it was supported by
over 70% of the stockholders voting on the proposal. It has continued to
receive the same high level of support throughout the past eight years when
this same stockholder has challenged the process with this same resolution. In
each of those years the stockholder's resolution was defeated with between
84.5% and 67% of the votes cast voting to defeat it.
Accordingly, the Board of Directors recommends a vote AGAINST the proposed
resolution.
PROPOSAL 4--STOCKHOLDER PROPOSAL RELATING TO ABORTION CONTRIBUTIONS
Ms. Theresa Nemeth Schweigert, 3425 Lydius Street, Schenectady, New York
12303, who owns 92 shares of Common Stock, has informed the Company that she
intends to present to the meeting the following resolution:
WHEREAS, the Company is dependent on people as employees and customers to
conduct business
WHEREAS, the decreased availability of workers may have an inflationary
impact and affect the Company's competitiveness
WHEREAS, the decreased number of potential customers may further impact the
Company's profitability
19
<PAGE>
WHEREAS, in the opinion of this proponent, the performance of abortion may
have other seen and unforeseen negative consequences
THEREFORE, it is recommended that this corporation refrain from giving
charitable contributions to organizations that perform abortion.
BOARD OF DIRECTORS' POSITION
The purpose of this proposal is to bring attention to the issue of abortion.
Abortion is unrelated to the business of the Company.
Accordingly, the Board of Directors recommends a vote AGAINST the proposed
resolution.
1995 PROXY PROPOSALS
Stockholder proposals relating to the Company's 1995 Annual Meeting of
Stockholders must be received by the Company at its principal executive
offices, 345 Park Avenue, New York, New York 10154, attention Corporate
Secretary, no later than November 15, 1994.
20
<PAGE>
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY
LOGO Printed on recycled paper
<PAGE>
[LOGO OF BRISTOL-MYERS SQUIBB COMPANY]
P R O X Y
ANNUAL MEETING OF STOCKHOLDERS MAY 3, 1994
IMPORTANT
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED AS YOU
INDICATE ON THE REVERSE SIDE OF THIS CARD, OR WHERE NO
CONTRARY INDICATION IS MADE, WILL BE VOTED FOR
PROPOSALS 1 AND 2 AND AGAINST 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.
PLEASE COMPLETE AND RETURN THIS PROXY CARD TODAY
COMMENTS
<PAGE>
The shares represented by this proxy will be voted as directed by the
stockholder. WHERE NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEMS 3 AND
4.
X PLEASE MARK
YOUR VOTE
AS THIS
- ------------------ ----------------------------- ---------------
COMMON DIVIDEND REINVESTMENT PFD
The undersigned hereby appoints R. L. Gelb, C. A. Heimbold, Jr. and E. V.
Futter, and each of them, proxies, with full power of substitution in each of
them, for and on behalf of the undersigned to vote as proxies, as directed and
permitted herein, at the Annual Meeting of the Stockholders of the Company to
be held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on
May 3, 1994 at 9:45 A.M., and at any adjournments thereof upon matters set
forth in the Proxy Statement and, in their judgment and discretion, upon such
other business as may properly come before the meeting.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
"FOR" PROPOSALS 1 AND 2.
FOR WITHHELD
ALL FOR ALL
1. ELECTION OF DIRECTORS / / / /
R.E. ALLEN, M.E. AUTERA,
J.D. MACOMBER AND
J.D. ROBINSON III
2. APPOINTMENT OF ACCOUNTANTS FOR AGAINST ABSTAIN
/ / / / / /
WITHHELD FOR THE FOLLOWING NOMINEE(S)
ONLY (WRITE NAME(S) BELOW):
______________________________________________
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST"
PROPOSALS 3 AND 4.
3. DIRECTORS' TERMS FOR AGAINST ABSTAIN
/ / / / / /
4. ABORTION CONTRIBUTIONS / / / / / /
I PLAN TO ATTEND THE ANNUAL MEETING. / /
I HAVE NOTED COMMENTS ON THE REVERSE SIDE OF THIS CARD. / /
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such
<PAGE>
Description of Cover
- --------------------
The cover is blue. At the top of the cover page at the left margin, the
following is printed in white:
Bristol-Myers Squibb Company
Notice of 1994 Annual Meeting and
Proxy Statement
At the center of the cover page, there is a photograph of a family of
four holding hands while walking on a sidewalk.
Performance Graphs
- ------------------
The two graphs printed on page 16 of the Proxy illustrate the
information described on pages 15 and 16 of this electronic version. The
headings over each graph are printed in blue and read, respectively, "COMPARISON
OF 5-YEAR CUMULATIVE TOTAL RETURN," and "COMPARISON OF 10-YEAR CUMULATIVE TOTAL
RETURN." The left sides of each graph indicate various amounts of money under
the heading "Value of Investment." The amounts indicated on the first graph,
from top to bottom, are $300, $250, $200, $150, $100, and $50, and the amounts
indicated on the second graph, from top to bottom are, $750, $650, $550, $450,
$350, $250, $150, and $50. The investment return amounts specified on page 16 of
this electronic version are plotted on the graphs at each of the years indicated
along the bottom of each graph. The plotted amounts are connected by straight
lines. The line illustrating the return on an investment in Bristol-Myers Squibb
Common Stock is a solid black line. The line illustrating the return on an
investment in the S & P 500 Stock Index is a broken black line that looks like a
series of hyphens, and there is a cross at each plotted point. The line
illustrating the return on an investment in a Peer Companies Group Index is a
dotted black line, and there is an X at each plotted point.
