<PAGE>
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:
.......................................................
<PAGE>
[Logo] BRISTOL-MYERS SQUIBB COMPANY
March 20, 2000
NOTICE OF
2000 ANNUAL
MEETING AND
PROXY STATEMENT
TUESDAY, MAY 2, 2000
AT 9:45 A.M.
HOTEL DU PONT
11TH AND MARKET
STREETS
WILMINGTON
DELAWARE
<TABLE>
<S> <C>
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 2, 2000, 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, approval of the Company's 2000
Non-Employee Directors' Stock Option Plan and consideration of two stockholder proposals. We
will also review the status of the Company's business at the meeting.
Last year, over 85% 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.
/s/ Charles A. Heimbold, Jr.
CHARLES A. HEIMBOLD, JR.
Chairman and Chief Executive Officer
</TABLE>
<PAGE>
[Logo] BRISTOL-MYERS SQUIBB COMPANY
------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
------------------------------------
Notice is hereby given that the Annual Meeting of Stockholders will be held
at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday,
May 2, 2000, 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 2000;
to approve the Company's 2000 Non-Employee
Directors' Stock Option Plan;
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 3, 2000, will be entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Sandra Leung
SANDRA LEUNG
Secretary
Dated: March 20, 2000
<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 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.
ELIMINATE DUPLICATE MAILINGS
SECURITIES AND EXCHANGE COMMISSION ('SEC') RULES REQUIRE US TO
PROVIDE AN ANNUAL REPORT TO STOCKHOLDERS WHO RECEIVE THIS PROXY
STATEMENT. IF YOU ARE A STOCKHOLDER OF RECORD AND HAVE MORE THAN ONE
ACCOUNT IN YOUR NAME OR AT THE SAME ADDRESS AS OTHER STOCKHOLDERS OF
RECORD, YOU MAY AUTHORIZE US TO DISCONTINUE MAILINGS OF MULTIPLE
ANNUAL REPORTS. TO DISCONTINUE MAILINGS OF MULTIPLE ANNUAL REPORTS,
MARK THE DESIGNATED BOX ON THE APPROPRIATE PROXY CARD(S), OR FOLLOW
THE PROMPTS WHEN YOU VOTE IF YOU ARE A STOCKHOLDER OF RECORD VOTING
BY INTERNET OR TELEPHONE.
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.
<PAGE>
[Logo] BRISTOL-MYERS SQUIBB COMPANY
------------------------
PROXY STATEMENT
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION........... 1
Annual Meeting Admission................................ 1
Stockholders Entitled to Vote........................... 1
Voting.................................................. 1
Other................................................... 3
VOTING SECURITIES AND PRINCIPAL HOLDERS..................... 3
BOARD OF DIRECTORS.......................................... 5
Meetings of the Board................................... 5
Compensation of Directors............................... 5
Committees of the Board................................. 6
Directors and Nominees.................................. 7
COMPENSATION AND BENEFITS................................... 13
Executive Officer Compensation.......................... 13
Summary Compensation Table............................ 14
Option/SAR Grants in the Last Fiscal Year............. 16
Aggregated Option/SAR Exercises in the Last Fiscal
Year and Fiscal Year-End Option/SAR Values........... 17
Long-Term Incentive Plan Awards in Last Fiscal Year... 17
Board Compensation Committee Report on Executive
Compensation........................................... 18
CEO Compensation...................................... 20
Deductibility of Compensation Over $1 Million......... 21
Performance Graph....................................... 22
Pension Benefits........................................ 23
Section 16(a) Beneficial Ownership Reporting
Compliance............................................. 23
Employment Agreement and Change in Control
Arrangements........................................... 23
PROPOSALS TO BE VOTED UPON
Proposal 1 -- Election of Directors................... 25
Proposal 2 -- Appointment of Independent
Accountants............................................ 25
Proposal 3 -- Approval of 2000 Non-Employee Directors'
Stock Option Plan...................................... 26
Proposal 4 -- Stockholder Proposal Relating to Annual
Election of Directors.................................. 27
Proposal 5 -- Stockholder Proposal Relating to a
Policy of Price Restraint.............................. 28
ADVANCE NOTICE PROCEDURES................................... 30
2001 PROXY PROPOSALS........................................ 30
EXHIBIT A -- 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION
PLAN...................................................... A-1
</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 2, 2000.
This Proxy Statement is being sent to all stockholders of record as of the
close of business on March 3, 2000 for delivery beginning March 20, 2000.
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 3, 2000 will be
entitled to vote at the 2000 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.
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
<PAGE>
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 2000, FOR approval of the 2000 Non-Employee Directors' Stock
Option Plan 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 2000, for the
approval of the 2000 Non-Employee Directors' Stock Option Plan 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 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.
2
<PAGE>
OTHER
The expense of preparing, printing and mailing proxy materials to
Bristol-Myers Squibb stockholders will be borne by Bristol-Myers Squibb.
Employees of the Company may solicit proxies on behalf of the Board of
Directors through the mail, telephone, telecommunications and in person.
Management has also retained Georgeson Shareholder Communications Inc. to aid
solicitation of proxies for a fee of approximately $25,000 that will be paid by
the Company.
Bristol-Myers Squibb Company will 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 3, 2000, there were 1,976,400,801 shares
of $0.10 par value Common Stock and 10,846 shares of $2.00 Convertible Preferred
Stock outstanding and entitled to vote.
The following table sets forth, as of February 1, 2000 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.
<TABLE>
<CAPTION>
COMMON DEFERRED
TOTAL SHARES COMMON
SHARES AQUIRABLE IN SHARE
NAME OWNED(a) 60 DAYS(b) UNITS(c)
---- ---------- ------------ ---------
<S> <C> <C> <C>
R. E. Allen...................... 83,049 30,000 51,181
L. B. Campbell................... 4,416 0 2,306
V. D. Coffman.................... 5,421 1,000 4,263
P. R. Dolan...................... 265,380 167,000 0
E. V. Futter..................... 31,076 22,000 5,300
L. V. Gerstner, Jr. ............. 61,665(d) 19,000 6,819
L. H. Glimcher, M.D. ............ 4,850 1,000 3,850
D. J. Hayden, Jr. ............... 414,962 300,260 0
C. A. Heimbold, Jr. ............. 5,207,511(e) 4,193,550 0
L. Johansson..................... 4,009 0 2,009
J. L. McGoldrick................. 569,505 535,000 0
M. F. Mee........................ 457,270(f) 265,000 0
P. S. Ringrose, Ph.D............. 367,976 242,500 0
J. D. Robinson III............... 50,256 26,000 5,056
L. W. Sullivan, M.D. ............ 24,758(g) 18,000 6,312
K. E. Weg........................ 1,858,936 1,572,934 0
All Directors and Officers
as a Group..................... 11,985,414(h) 9,347,871 87,096
</TABLE>
(footnotes on next page)
3
<PAGE>
(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 5,646 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.
(e) includes 5,000 shares held by Mr. Heimbold's wife over which he exercises
shared voting and investment power and also includes 79,338 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.
(f) includes 400 shares held by one of Mr. Mee's children over which he
exercises shared voting and investment power.
(g) includes 446 shares owned jointly by Dr. Sullivan and his wife over which
he exercises shared voting and investment power.
(h) includes 24,228 shares held by other executive officers' immediate family
members over which the executive officers share voting and investment
power.
4
<PAGE>
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
1999, there were eight regular meetings and two special meetings of the Board.
The average aggregate attendance of Directors at Board and Committee meetings
was over 95%. No director attended fewer than 75% of the aggregate of the total
of Board and Committee meetings during the periods he or she served.
COMPENSATION OF DIRECTORS
In 1999, the non-employee directors of the Company received an annual cash
retainer of $35,000. The Company requires that 25% of the retainer be deferred
and credited to a deferred compensation account, the value of which is
determined by the value of Bristol-Myers Squibb Company Common Stock, until
certain ownership guidelines are attained. Non-employee directors received an
additional fee of $2,000 for attending each Board meeting, Board Committee
meeting and the Annual Meeting of Stockholders. In addition, the 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. In 1999, seven 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 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. In addition to the annual cash
compensation discussed above, 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 1990 Non-Employee Directors' Stock Option Plan,
each non-employee director received on the date of the 1999 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 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
5
<PAGE>
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 1999, 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 1999, 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.
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 1999, there were four council
meetings. Non-employee Directors were compensated $2,000 for each council
meeting they attended.
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 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
6
<PAGE>
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 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 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 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 corporate officers and certain
senior management.
During calendar year 1999, the committees of the Board held in the aggregate
a total of nine meetings: the Audit Committee having met four times, the
Compensation and Management Development Committee having met three times and the
Committee on Directors and Corporate Governance having met two times. There were
no meetings of the Executive Committee in 1999.
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 twelve directors, including the nine
directors whose present terms extend beyond the meeting. Listed first below are
nominees for election for the 2000-2003 term followed by the directors in the
1998-2001 term and then the directors in the 1999-2002 term.
7
<PAGE>
<TABLE>
<S> <C>
2000-2003 TERM
- -----------------------------------------------------------------------------------------------
[Photo] ROBERT E. ALLEN
Chairman and Chief Executive Officer from 1988 to 1997
of AT&T Corp., a communications and information
services company. Director of the Company since 1986.
His present term expires at this Annual Meeting. Mr.
Allen is a director of Pepsico, Inc. and
Daimler-Chrysler Corporation. 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 65.
[Photo] LEWIS B. CAMPBELL
Chairman and Chief Executive Officer since February
1999 of Textron Inc., an aircraft, automotive,
industrial and financial services company. Director of
the Company since November 1998. His present term
expires at this Annual Meeting. Board Committees:
Committee on Directors and Corporate Governance and
Compensation and Management Development Committee. Age
53.
[Photo] LAURIE H. GLIMCHER, M.D.
Irene Heinz Given Professor of Immunology at the
Harvard School of Public Health and Professor of
Medicine at the Harvard Medical School since 1991.
Director of the Company since 1997. Her present term
expires at this Annual Meeting. Dr. Glimcher is a
director of Waters Corporation. Board Committees: Audit
Committee and Committee on Directors and Corporate
Governance. Age 48.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
[Photo] JAMES D. ROBINSON III
Co-founder, Chairman and Chief Executive Officer since
1994 of RRE Investors, a private venture investment
firm, and a general partner of RRE Ventures, L.P. He is
also Chairman of Violy, Byorum & Partners Holdings. He
previously served as Chairman and Chief Executive
Officer of American Express Company from 1977 to 1993.
Director of the Company since 1976. His present term
expires at this Annual Meeting. Mr. Robinson is a
director of the Coca-Cola Company, First Data
Corporation, Cambridge Technology and Partners and
Concur Technologies, Inc. He is a limited partner and
advisor to International Equity Partners and serves on
the board of InfiCorp Holdings, Inc., Scream-
ingMedia.com, Qpass and Ibero-American Media Partners.
Mr. Robinson is a member of The Business Council and
the Council on Foreign Relations. He is Honorary
Co-Chairman of Memorial Sloan-Kettering Cancer Center,
an honorary trustee of the Brookings Institution and
Chairman Emeritus of the World Travel and Tourism
Council. Board Committees: Committee on Directors and
Corporate Governance, Compensation and Management
Development Committee (Chair) and Executive Committee.
Age 64.
1998-2001 TERM
- -----------------------------------------------------------------------------------------------
[Photo] LOUIS V. GERSTNER, JR.
Chairman and Chief Executive Officer of IBM Corporation
since 1993. Chairman and Chief Executive Officer of RJR
Nabisco Holdings Corporation from 1989 to 1993.
Director of the Company since 1989 and a director of
Squibb Corporation from 1986 to 1989. His present term
expires at the 2001 Annual Meeting. Mr. Gerstner
co-chairs Achieve, an organization created by United
States governors and business leaders to establish high
academic standards in our nation's schools. He serves
on the President's Advisory Committee for Trade Policy
and Negotiations. He is a member of the Board of
Managers of Memorial Sloan-Kettering Cancer Center and
a director of the Council on Foreign Relations. Board
Committees: Committee on Directors and Corporate
Governance and Executive Committee. Age 58.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
[Photo] CHARLES A. HEIMBOLD, JR.
Chairman of the Board and Chief Executive Officer of
the Company. Mr. Heimbold was elected Chairman of the
Board in 1995, Chief Executive Officer in 1994. Mr.
Heimbold was Executive Vice President of the Company
from 1989 until 1992 and President from 1992 until
2000. Director of the Company since 1989. His present
term expires at the 2001 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 66.
[Photo] LEIF JOHANSSON
President and Chief Executive Officer since 1997 of AB
Volvo, an automotive company. Director of the Company
since 1998. His present term expires at the 2001 Annual
Meeting. He has been Chairman of Granges AB 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 Commit-
tee on Directors and Corporate Governance. Age 48.
[Photo] KENNETH E. WEG
Vice Chairman of the Company since 1999 and member of
the Office of the Chairman since 1998. Mr. Weg was
elected Executive Vice President of the Company in 1995
and was President of the Worldwide Medicines Group from
1997 to 1998, President of the Pharmaceutical Group
from 1993 to 1996 and President of Pharmaceutical
Operations from 1991 to 1993. Director of the Company
since 1995. His present term expires at the 2001 Annual
Meeting. Mr. Weg serves on the Board of Directors of
Fox Chase Cancer Center, the Board of Trustees of the
Foundation of the University of Medicine and Dentistry
of New Jersey, the Board of Trustees of the Princeton
Medical Center and the Foundation for New Jersey Public
Broadcasting, Inc. He is also a member of the
Philadelphia Museum of Art Corporate Executive
Committee. Age 61.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
1999-2002 TERM
- -----------------------------------------------------------------------------------------------
[Photo] VANCE D. COFFMAN
Chairman and Chief Executive Officer since 1998 of
Lockheed Martin Corporation, a high technology
aerospace and defense company. Director of the Company
since 1998. His present term expires at the 2002 Annual
Meeting. Board Committees: Audit Committee and
Compensation and Management Development Committee. Age
55.
[Photo] PETER R. DOLAN
President 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 and to the Board of Directors earlier this
year. He was Senior Vice President for Strategy and
Organizational Effectiveness from 1998 to his recent
election, 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 44.
[Photo] ELLEN V. FUTTER
President of the American Museum of Natural History
since 1993. President of Barnard College from 1981 to
1993. Director of the Company since 1990. Her present
term expires at the 2002 Annual Meeting. Ms. Futter is
a director of American International Group, Inc., J.P.
Morgan & Co. Incorporated and of Consolidated Edison,
Inc., as well as a trustee of Consolidated Edison
Company of New York, Inc. and the American Museum of
Natural History. She is a member of the Council on
Foreign Relations, a fellow of the American Academy of
Arts and Sciences and a Partner 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 (Chair) and Committee on
Directors and Corporate Governance. Age 50.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
[Photo] LOUIS W. SULLIVAN, M.D.
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. Director of the Company since 1993.
His present term expires at the 2002 Annual Meeting.
Dr. Sullivan is a director of 3-M Corporation,
Georgia-Pacific Corporation, General Motors
Corporation, CIGNA Corporation, Household
International, Inc., EndoVascular Instruments, Inc. and
Equifax Inc. He is a founder and Chairman of Medical
Education for South African Blacks, Inc., a member of
the National Executive Council of the Boy Scouts of
America, a member of the Board of Trustees of Little
League of America, Africare and the International
Foundation for Education and Self-Help. Board
Committees: Audit Committee and Compensation and
Management Development Committee. Age 66.
</TABLE>
12
<PAGE>
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.
EXECUTIVE OFFICER COMPENSATION
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 1997,
1998 and 1999.
13
<PAGE>
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(3) PAYOUTS SATION(4)
YEAR $ $ $ $ # $ $
- --------------------- ---------- ---------- --------- ----------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr.
Chairman and Chief
Executive Officer
1999.............. $1,337,500 $2,551,602 -- $ 0 600,000(5) $1,800,000(7) $60,142
1998.............. $1,250,000 $1,944,375 -- $21,584,375 600,000(5) $1,129,000(8) $58,240
1997.............. $1,221,000 $1,581,635 -- $ 0 1,200,000(6) $1,121,900(9) $54,935
K.E. Weg
Vice Chairman(10)
1999.............. $ 820,000 $1,012,224 -- $ 0 200,000(5) $ 900,000(7) $36,869
1998.............. $ 736,250 $ 678,270 -- $ 0 200,000(5) $ 451,600(8) $33,099
1997.............. $ 680,000 $ 513,944 -- $ 3,813,752 424,000(6) $ 448,760(9) $30,391
M.F. Mee
Senior Vice President and
Chief Financial Officer(11)
1999.............. $ 633,000 $ 497,247 -- $ 0 120,000(5) $ 450,000(7) $28,485
1998.............. $ 593,817 $ 380,340 -- $ 0 120,000(5) $ 282,250(8) $26,699
1997.............. $ 564,250 $ 362,275 -- $ 0 240,000(6) $ 280,475(9) $25,381
D.J. Hayden, Jr.
Senior Vice President and
President, Worldwide
Medicines Group(12)
1999.............. $ 610,000 $ 568,105 -- $ 0 160,000(5) $ 225,000(7) $27,450
1998.............. $ 405,577 $ 230,967 -- $ 3,123,438 90,000(5) $ 112,900(8) $18,251
1997.............. $ 332,159 $ 158,275 -- $ 2,383,595 130,000(6) $ 84,143(9) $14,947
P.S. Ringrose, Ph.D.
President, Pharmaceutical
Research Institute(13)
1999.............. $ 600,000 $ 434,616 -- $ 0 120,000(5) $ 450,000(7) $27,000
1998.............. $ 582,000 $ 325,411 -- $ 0 120,000(5) (14) $26,178
1997.............. $ 519,000 $ 315,162 -- $ 3,771,250 250,000 (14) $10,348
J.L. McGoldrick
Senior Vice President,
General Counsel and
President, Medical
Devices Group(15)
1999.............. $ 575,000 $ 409,544 -- $ 0 120,000(5) $ 450,000(7) $25,875
1998.............. $ 539,133 $ 345,315 -- $ 0 120,000(5) $ 282,250(8) $24,240
1997.............. $ 511,750 $ 328,568 -- $ 0 240,000(6) $ 280,475(9) $23,019
</TABLE>
(footnotes on next page)
14
<PAGE>
(footnotes from previous page)
(1) The only type of Other Annual Compensation for each of the named officers
was in the form of perquisites and was less than the level required for
reporting.
(2) Mr. Heimbold, Mr. Weg, Mr. Hayden and Dr. Ringrose were the only named
executives to receive awards in the fiscal years listed. Mr. Heimbold's
awards were granted pursuant to agreements in which Mr. Heimbold agreed to
remain with the Company through December 31, 2001 or earlier if the Board
appoints his successor. Mr. McGoldrick has an outstanding award that was
granted when he joined the Company. Regular dividends are paid on these
shares. The number and market value of shares of restricted stock held by
each of these executives at December 31, 1999 (based upon the closing
market value stock price of $64.1875) were: Mr. Heimbold, 400,000 and
$25,675,000; Mr. Weg, 80,000 and $5,135,000; Mr. Hayden, 100,000 and
$6,418,750; Dr. Ringrose, 140,000 and $8,986,250 and Mr. McGoldrick, 50,000
and $3,209,375.
(3) The number of securities underlying options/SARs has been adjusted to
reflect the Company's stock splits in February 1997 and 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 ($52,942 and $7,200); Mr. Weg ($30,284 and $6,585); Mr. Mee
($21,285 and $7,200); Mr. Hayden ($20,865 and $6,585); Dr. Ringrose
($20,415 and $6,585) and Mr. McGoldrick ($19,290 and $6,585).
(5) Performance-based exercise price thresholds must be attained for portions
of the 1998 and 1999 awards to become exercisable. Award amounts reflect
the stock split in February 1999.
(6) Performance-based thresholds for the 1997 awards have been attained so
those awards are exercisable to the extent that time vesting criteria have
been met. Award amounts reflect the stock splits in February 1997 and
February 1999.
(7) Long-Term Performance Award granted in 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.
(8) 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 compounded 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.
(9) Long-Term Performance Award granted in 1995 and earned over the three-year
performance period from 1995 through 1997. The payout was based on the
achievement of three-year compounded annual earnings per share, sales and
cash flow growth objectives along with a total stockholder return
multiplier. This award was paid at 112.19% of target.
(10) Mr. Weg was President, Worldwide Medicines Group until December 1, 1998
when he joined the Office of the Chairman. He was elected Vice Chairman
effective May 4, 1999.
(11) Effective January 20, 2000, Mr. Mee became Executive Vice President & Chief
Financial Officer.
(12) Mr. Hayden was President, Intercontinental Region until December 1, 1998
when be became Senior Vice President and President, Worldwide Medicines
Group. Effective January 20, 2000, he became Executive Vice President,
Strategy.
(13) Effective January 20, 2000, Dr. Ringrose became Chief Scientific Officer.
(14) These awards were granted before Dr. Ringrose joined the Company.
(15) Mr. McGoldrick was Senior Vice President, Law and Strategic Planning and
General Counsel until December 1, 1998 when he became Senior Vice
President, General Counsel and President, Medical Devices Group. Effective
January 20, 2000, he became Executive Vice President, General Counsel and
President, Medical Devices Group.
15
<PAGE>
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
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 $
---- --------------- ----------- -------- ------------------- ---------------
<S> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr........... 600,000(4) 2.5% $66.2031 January 3, 2009 $ 8,328,367
K.E. Weg.................... 200,000(4) 0.8% $66.2031 January 3, 2009 $ 2,776,122
M.F. Mee.................... 120,000(4) 0.5% $66.2031 January 3, 2009 $ 1,665,673
D.J. Hayden, Jr. ........... 160,000(4) 0.7% $66.2031 January 3, 2009 $ 2,220,898
P.S. Ringrose, Ph.D. ....... 120,000(4) 0.5% $66.2031 January 3, 2009 $ 1,665,673
J.L. McGoldrick............. 120,000(4) 0.5% $66.2031 January 3, 2009 $ 1,665,673
All Stockholders(5)......... 1,988,766,276 $34,969,558,047
All Optionees(6)............ 24,221,950 100.0% $65.3896 Various Dates, 2009 $ 332,084,081
All Optionees Grant Date Present Value as a Percent of All Stockholder Value.................. 0.94%
</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 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. Options granted to the named executive
officers are transferable in accordance with the terms of the Company's
Stock Incentive Plans. The number of securities underlying options/SARs
granted has been adjusted to reflect the Company's stock split of February
1999.
(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 .2656 was determined using the following
assumptions: a volatility of 21.84%, an historic average dividend yield of
2.39%, a risk-free interest rate of 5.5% and a seven year option term.
(4) In addition to the time vesting criteria stated above, one-half of the award
must increase 30% in the stock price to $86.06403 to become exercisable.
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) The 'Grant Date Present Value' shown for all stockholders as a group is the
projected incremental gains for all shares outstanding on January 4, 1999
predicted using a Black-Scholes methodology based upon the assumptions
listed in footnote (3). This value is not adjusted for the price
appreciation thresholds. The value of grants covered by that criterion is
adjusted for price appreciation thresholds.
(6) Information based on all stock option grants made to employees in 1999,
including TeamShare grants. Exercise price shown is the weighted average of
all grants. Actual exercise prices (adjusted to reflect the Company's stock
split in February 1999) ranged from $63.4375 to $77.5000, reflecting the
Fair Market Value of the stock on the date of the option grants. The Grant
Date Present Value is adjusted for the portion of the total stock option
awards that have a price appreciation threshold.
16
<PAGE>
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'(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
---- -------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
C. A. Heimbold, Jr....... 776,400 $38,287,872 $8,209,489 3,905,000 800,000(4) $156,918,883 $2,771,860(4)
K.E. Weg................. 0 $ 0 $ 0 1,472,934 266,666(4) $ 61,881,137 $ 923,944(4)
M.F. Mee................. 75,000 $ 3,570,626 $1,011,109 140,000 370,000(4) $ 4,591,558 $6,990,302(4)
D.J. Hayden, Jr.......... 36,000 $ 1,587,623 $ 215,430 219,760 313,000(4) $ 9,310,427 $3,935,399(4)
P.S. Ringrose, Ph.D...... 0 $ 0 $ 0 145,000 345,000(4) $ 5,011,561 $6,120,305(4)
J.L. McGoldrick.......... 60,000 $ 2,871,558 $ 580,109 410,000 370,000(4) $ 17,389,366 $6,990,302(4)
</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. The number of securities underlying options/SARs
exercises has been adjusted to reflect the Company's stock split of February
1999.
(2) Annualized column shows the total gain realized from option exercises spread
ratably over the period between the grant date and the exercise date.
(3) Calculated based upon the December 31, 1999 Fair Market Value share price of
$64.8125.
(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.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE-BASED PLAN(1)
SHARES, UNITS UNTIL MATURATION -----------------------------------
OR OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
--------------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
C.A. Heimbold, Jr. ............ 1,000,000 Three-Year Period Ending in 2001 $425,000 $1,000,000 $2,200,000
K.E. Weg....................... 500,000 Three-Year Period Ending in 2001 $212,500 $ 500,000 $1,100,000
M.F. Mee....................... 250,000 Three-Year Period Ending in 2001 $106,250 $ 250,000 $ 550,000
D.J. Hayden, Jr. .............. 325,000 Three-Year Period Ending in 2001 $138,125 $ 325,000 $ 715,000
P.S. Ringrose, Ph.D. .......... 250,000 Three-Year Period Ending in 2001 $106,250 $ 250,000 $ 550,000
J.L. McGoldrick................ 250,000 Three-Year Period Ending in 2001 $106,250 $ 250,000 $ 550,000
</TABLE>
- ---------
(1) Payouts under the Plan will be based on the Company's total stockholder
returns versus peer group companies and growth in earnings per share over
the three-year period. Target award will be paid if 100% of the targeted
earnings per share growth is achieved and total stockholder return is at the
median of the peer group. Performance below the threshold level will result
in no payout. Performance above the maximum level will result in the maximum
payout.
17
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As described in the section on Committees of the Board (pp. 6 and 7), the
Compensation and Management Development Committee is responsible for
administering the compensation program for corporate officers and certain senior
management of the Company. The Committee is composed exclusively of
'non-employee directors' as defined by the Securities and Exchange Commission
rules. The members of the Committee are neither employees 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
'outside director' for purposes of administering compensation programs to meet
the tax deductibility criteria included in Section 162(m) of the Internal
Revenue Code.
The Company's executive compensation program is based upon a
pay-for-performance philosophy. Under the Company's program, an executive's
compensation consists of three components: base salary, annual incentive (bonus)
payment and long-term incentives (which may include cash-based awards,
stock-based awards and/or stock options).
The Company's executive compensation program is designed to provide overall
compensation, when targeted levels of performance are achieved, which is above
the median of pay practices of a peer group of eleven large and high-performing
industry competitors. The corporations making up the peer companies group are
Abbott Laboratories, American Home Products Corporation, The Gillette Company,
Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn,
Inc., Pfizer, Inc., The Procter & Gamble Company, Schering-Plough Corporation
and Warner-Lambert Company. Compared to the peer companies group, Bristol-Myers
Squibb ranked third largest at year end 1999 in market capitalization. The
Company ranked fourth largest as measured by both sales and 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.
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 1999 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.
BASE SALARY -- An executive's base salary is determined by an assessment of
her/his sustained performance against her/his individual job responsibilities
including, where appropriate, the impact of such performance on the business
results of the Company, current salary in relation to the salary range
designated for the job, experience and mastery, and potential for advancement.
ANNUAL INCENTIVES -- Payments under the Company's annual incentive plan, the
Performance Incentive Plan, are tied to the Company's level of achievement of
annual operating pretax earnings targets and annual operating cash flow targets,
thereby
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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 1999 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. As a whole, the Company
exceeded these aggressive goals on both measures, resulting in annual incentive
payouts above target levels.
LONG-TERM INCENTIVES -- The Company's long-term incentives are in the form
of stock option awards and long-term performance awards. The objective of these
awards is to advance the longer-term interests of the Company and its
stockholders and complement incentives tied to annual performance. These awards
provide rewards to executives based upon the creation of incremental stockholder
value and the attainment of long-term financial goals. Stock options 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.
Stock option awards granted to executives in 1999 carried aggressive
performance thresholds for exercisability. In addition to time vesting
requirements, one-half of the shares granted must appreciate 30% in the stock
price to become exercisable; 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 14, the award paid at the end of 1999 covered the 1997 through 1999
performance period. The sole measure determining payout level under this award
was Total Stockholder Return ranking versus the peer companies group included in
the performance graph shown on page 22. As that graph shows, the Company
performed strongly on this measure during this time period. The Company's Total
Stockholder Return of 146.2% during this time period ranked third among this
group over this time period, resulting in a payout at 180% of target.
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<PAGE>
The Committee annually reviews the composition of the long-term compensation
package to ensure that the use of stock options combined with Long-Term
Performance Awards provides an appropriate incentive package. Based upon reviews
conducted in 1999, 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. Payouts under the Plan for the 1999 to 2001
performance cycle will be based on total stockholder returns (share price
appreciation plus reinvested dividends) versus peer group companies over the
three-year performance period and upon the attainment of earnings per share
growth objectives for the time period. Using these measures as the basis for
these payouts under these awards is intended to maintain the close alignment of
the Company's compensation programs with achieving competitively superior total
stockholder return through the attainment of significant earnings growth, a key
focus of the investment community.
CEO COMPENSATION
The compensation for Mr. Heimbold results from his participation in the same
compensation program as the other executives of the Company. His 1999
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 1999,
10% of his total compensation was in the form of base salary. His annual cash
incentive was 20% of his total compensation. The largest portion, 70% of the
total, was comprised of long-term incentives, strongly aligning 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 was disclosed previously, is based upon the degree to which the
Company overall achieves its pretax earnings and cash flow budgets. For 1999,
the Company's overall performance resulted in a bonus payout to Mr. Heimbold
equal to 112.2% of his targeted award.
Mr. Heimbold participates in the Company's long-term performance award plan.
Payouts under this plan for the 1999 to 2001 performance cycle are focused upon
providing additional incentive to produce stockholder returns that exceed those
of the peer companies group through strong financial performance. As discussed
above, total stockholder return ranking and earnings per share growth objectives
are the measures used in Mr. Heimbold's long-term award, as is the case for all
participants.
On January 4, 1999, Mr. Heimbold received a stock option award of 300,000
shares (600,000 shares on an after-split basis). As detailed above and in the
stock option grant table, one-half of this award carries a 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.
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.
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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.
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PERFORMANCE GRAPH
The following graph compares the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index
(S&P 500) and the average performance of a group consisting of the Company's
peer corporations on a line-of-business basis. As previously noted, the
corporations making up the peer companies group are Abbott Laboratories,
American Home Products Corporation, The Gillette Company, Johnson & Johnson, Eli
Lilly and Company, Merck & Co., Inc., Pharmacia-Upjohn, Inc., Pfizer, Inc., The
Procter & Gamble Company, Schering-Plough Corporation and Warner-Lambert
Company. Total Return indices reflect reinvested dividends and are weighted
using beginning-period market capitalization for each of the reported time
periods. The Company measures its performance for compensation purposes against
the performance of this peer companies group. The Company measured its
performance against this same group in the 1999 Proxy Statement.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Bristol-Myers Squibb S & P 500 Peer Company Group
<S> <C> <C> <C>
1994 100 100 100
1995 153.14 137.58 155.79
1996 202.34 169.17 198.85
1997 358.07 225.6 298.15
1998 511.86 290.08 415.79
1999 497.45 351.12 377.6
</TABLE>
Assumes $100 invested on 12/31/94 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.
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<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>
$ 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
</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: C.A. Heimbold,
Jr. -- 36 years; K.E. Weg -- 31 years; M.F. Mee -- 6 years; D.J. Hayden,
Jr. -- 19 years; P.S. Ringrose -- 3 years; and J.L. McGoldrick -- 5 years.
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
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 1999 all applicable Section 16(a)
filing requirements were met.
EMPLOYMENT AGREEMENT 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 (400,000 shares on an after-split basis) 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.
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In 1999, the Company entered into severance agreements with 13 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) any '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 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
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<PAGE>
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
Four directors are to be elected at the meeting for three-year terms ending
at the 2003 Annual Meeting. Robert E. Allen, Lewis B. Campbell, Laurie H.
Glimcher, M.D. and James D. Robinson III have been nominated by the Board of
Directors for election at this Annual Meeting. Robert E. Allen, Lewis B.
Campbell, Laurie H. Glimcher, M.D. and James D. Robinson III are presently
directors of the Company. The accompanying proxy will be voted for the Board of
Directors' nominees, except where authority to so vote is withheld. Should any
nominee be unable to serve, the proxy will be voted for such person as shall be
designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE FOUR NOMINEES FOR
DIRECTORS.
PROPOSAL 2 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Bristol-Myers Squibb has appointed
PricewaterhouseCoopers LLP ('PwC') as independent accountants for the year 2000,
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.
During 1999, the Company was advised by PwC of certain violations by it and
its predecessor firms of independence requirements of the Securities and
Exchange Commission as they relate to their audit of the Company's financial
statements. PwC learned of these violations during the course of its internal
review of its public audit clients conducted pursuant to an SEC settlement order
dated January 14, 1999. Management and the Audit Committee have reviewed this
matter with the advice of specially retained counsel. PwC has advised that such
violations have been cured and that no such violations exist at this time.
Management and the Audit Committee believe that the violations had no impact on
the integrity of the audit process relating to the Company's financial
statements. Management and the Audit Committee also believe the steps PwC is
taking to prevent future independence violations should result in PwC's
compliance with applicable requirements.
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.
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<PAGE>
PROPOSAL 3 -- APPROVAL OF 2000
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
On January 11, 2000, the Board of Directors of the Company approved for
submission to the stockholders at the 2000 Annual Meeting, the Bristol-Myers
Squibb Company 2000 Non-Employee Directors' Stock Option Plan (the 'Plan'). The
Plan will replace the 1990 Non-Employee Directors' Stock Option Plan that will
expire on May 1, 2000. The Plan is intended to benefit the Company and its
stockholders by maintaining the Company's ability to attract and retain the
services of experienced and highly qualified non-employee directors and to
increase their long-term financial stake in the Company's continued success.
The following summary describes the principal aspects of the Plan. The
summary is qualified in its entirety to the specific provisions of the Plan, the
full text of which is set forth as Exhibit A.
GENERAL INFORMATION
Participation in the Plan is limited to members of the Board of Directors
who are not current or former employees of the Company or any of its
subsidiaries. After the election of four directors on May 2, 2000, there will be
nine non-employee directors.
STOCK OPTION GRANT
If approved by the stockholders, the Plan shall, from 2000 to 2010
inclusive, automatically provide annual grants of stock options on the date of
the Company's Annual Meeting to each non-employee who is elected to the Board of
Directors at such meeting or who has previously been elected to the Board of
Directors for a term extending beyond such Annual Meeting. An aggregate of
750,000 shares of Common Stock (subject to adjustment as provided in the Plan)
will be reserved for issuance under the Plan. Shares subject to options that
terminate or expire unexercised will be available for future option grants.
Each annual grant will permit the holder, for a period of up to ten years
from the date of grant, to purchase from the Company a certain number of shares
of Common Stock, not to exceed 5,000 shares (subject to adjustment as provided
in the Plan) at the fair market value of such shares on the date the option was
granted. Each option shall become exercisable in four equal installments.
One-quarter of the total number of shares covered by the option shall be
exercisable on the earlier of (i) the first anniversary of the grant of the
option or (ii) the completion of one term-year following the grant of the option
and an additional one-quarter shall be exercisable on the earlier of (i) each
anniversary thereafter or (ii) completion of an additional term-year of service
as a non-employee director until on the fourth anniversary all the shares
subject to the option shall be fully vested, provided the non-employee director
continues as such up to the date of exercise of the option. No option or any
part of an option shall be exercisable before a non-employee director has served
one term-year as a member of the Board since the date the option was granted.
TERMINATION OF SERVICE
In the event a non-employee director terminates service on the Board other
than by reason of death or retirement, any outstanding options shall expire at
the earlier of ten years from the grant date or one year from the date of
termination of service. In the event of the retirement or death of a
non-employee director, any outstanding options shall expire ten years after the
grant date. In the event a non-employee director who terminated service on the
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<PAGE>
Board shall die, any outstanding options shall expire at the later of the
expiration date of the grant determined at the time the non-employee director
terminated service, or one year from the date of death, but in no case later
than ten years from the grant date.
Each option and all rights shall be non-assignable and non-transferable
other than by will or the laws of descent and distribution except as otherwise
may be provided for in a stock option agreement.
FEDERAL TAX CONSEQUENCES
The grant of options will not result in taxable income to the non-employee
director or in a deduction to the Company. The exercise of an option by a
non-employee director will result in taxable ordinary income to the non-employee
director and a corresponding deduction for the Company, in each case equal to
the difference between the fair market value on the date the option was granted
(the option price) and fair market value on the date the option was exercised.
OTHER INFORMATION
The Plan will become effective upon approval by the Company's stockholders
and will terminate, for purposes of granting further options, on May 1, 2010,
unless terminated earlier by the Board of Directors or extended by the Board
with the approval of stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' APPROVAL OF THE 2000
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
PROPOSAL 4 -- STOCKHOLDER PROPOSAL
RELATING TO ANNUAL ELECTION OF DIRECTORS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 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 prevents the self-perpetuation of the
Board.'
'Last year the owners of 770,300,299 shares, representing approximately 53.6%
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:
This 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
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only 38.8% 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 Board of Directors continues
to believe that the proposal is not in the best interests of the Company nor its
stockholders.
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 change a majority of directors. This
enhances management's ability to negotiate in the best interests of all the
stockholders with an entity 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.
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 5 -- STOCKHOLDER PROPOSAL
RELATING TO A POLICY OF PRICE RESTRAINT
The Sinsinawa Dominicans, 1400 W. Summerdale Avenue, Chicago, IL 60640 owner
of 40 shares of Common Stock; Catholic Healthcare West, 1700 Montgomery Street,
San Francisco, CA 94111 owner of 59,300 shares of Common Stock; Catholic Health
East, 14 Campus Boulevard, Newtown Square, PA 19073 owner of 48,800 shares of
Common Stock; The Marianist Society, Inc., 4301 Roland Avenue, Baltimore, MD
21210 owner of 1,200 shares of Common Stock; Sisters of Charity -- Halifax, 150
Bedford Highway, Halifax, Nova Scotia, Canada B3M 3J5 owner of 20,000 shares of
Common Stock; Sisters of Charity New York, Mount St. Vincent-on-Hudson, 6301
Riverdale Avenue, Bronx, NY 10471 owner of 2,800 shares of Common Stock; School
Sisters of Notre Dame, 336 East Ripa Avenue, St. Louis, MO 63125 owner of 120
shares of Common Stock; Sisters of St. Mary of Oregon, 4440 SW 148th, Beaverton,
Oregon 97007 owner of 3,290 shares of Common Stock; Medical Mission Sisters, 338
West Street, Hyde Park, MA 02136 owner of 400 shares of Common Stock; Sisters of
Mercy of the Americas, 2039 North Geyer Road, St. Louis, MO 63131 owner of
32,000 shares of Common Stock; Marist Society, Inc., 4408 8th Street, NE,
Washington, DC 20017 owner of 3,000 shares of Common Stock; Unitarian
Universalist Service Committee, 130 Prospect Street, Cambridge, MA 02139 owner
of 400 shares of Common Stock; Sisters of Charity, 5900 Delhi Road, Mount St.
Joseph, OH 45051 owner of 50,000 shares of Common Stock; Sisters of St. Francis,
3390 Windsor Avenue, Dubuque, IA 52001 owner of 6,400 shares of Common Stock
have informed the Company that they, or any one of them, intend to present to
the meeting the following resolution:
WHEREAS:
Health Care Financing Administration data, based on five year figures through
1998, shows spending on prescription drugs rising 12% per year, more than
double the 5.1% increase in national health expenditures:
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A 1998 House Committee Report found that:
*Older Americans and other individuals (e.g., the uninsured and the
underinsured) who buy prescription drugs in the retail market pay
substantially more for drugs than drug manufacturers' 'favored customers'
(federal government agencies and large HMO's); *Pharmacies appear to have
small mark-ups in prices of prescription drugs;
These higher prices are also born by institutional health care facilities;
Drug prices are consistently higher in the US retail market than in other
industrialized countries. Recent studies reveal that eight antidepressant and
anti-psychotic drugs cost, on average, twice as much in the US as in European
and other North American industrialized countries. For example, a 30 day
supply of nefazadone (Serzone-Bristol-Myers Squibb brand name), costs almost
twice as much in the US as it does in Ireland;
Our Company has paid $12.8 million as part of a settlement of a class action
law suit that accused several companies of using an unfair two-tiered system
to price wholesale drugs;
RESOLVED: Shareholders request the Board of Directors to:
1. Create and implement a policy of price restraint on pharmaceutical
products for individual consumers and institutional purchasers, utilizing
a combination of approaches to keep drug prices at reasonable levels.
2. Report to shareholders by September, 2000 on changes in policies and
pricing procedures for pharmaceutical products (withholding any
competitive information, and at reasonable cost).
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. The manufacturing, selling, marketing and administrative costs often
contribute far more to the price of a drug than research costs. 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 is committed to providing medicines at fair and reasonable
prices in furtherance of our mission to extend and enhance human life.
Determining prices at which to sell medicines is one of the most critical,
complex and fundamental responsibilities of management. To set prices,
management carefully considers product novelty, size of the patient population
for which the product is appropriate, research and development costs,
manufacturing and distribution costs, the current and prospective competitive
environment and the need to provide a favorable return on investment for
stockholders, among other factors. Adoption of the proposal would not be in the
best interests of the Company or its stockholders because it would restrict
management's ability to make appropriate pricing decisions.
29
<PAGE>
The Company firmly believes that its medicines are already priced at
reasonable levels. Nevertheless, the Company maintains an active dialogue with
various constituencies on the pricing of pharmaceutical products. The Company
also firmly supports the view that everyone should have access to the best
medicines. Individuals who cannot afford our medicines and have no other means
of coverage are eligible to be provided with our medicines, at no charge,
through our Patient Assistance Program. In 1999 alone, more than 150,000
patients were provided with life-saving prescriptions through this program.
It is important to note the growth of the Company's prescription medicines
business is attributable primarily to increases in the volume of medicines sold,
and not to price increases. Increased use of pharmaceuticals often results in
lower overall health care costs because it reduces the need for other and
frequently more expensive medical treatments. Across the Company's
pharmaceutical product portfolio, price increases in aggregate have been modest.
The compound annual growth rate of the Company's net effective prices, the
prices actually realized after all discounts given and rebates paid, from 1993
to 1999, was lower than the Consumer Price Index ('CPI') for the same time
period.
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. 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.
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 less than 120 days before the date of
the Company's proxy statement is released to stockholders in connection with the
prior year's annual meeting. For the Company's meeting in 2001, the Company must
receive this notice no later than November 20, 2000. These requirements are
separate and distinct from and in addition to the SEC requirements that a
stockholder must meet to have a stockholder proposal included in the Company's
proxy statement.
A copy of the Bylaw provisions discussed above may be obtained by writing
the Company at its principal executive offices, 345 Park Avenue, New York, New
York 10154, attention: Corporate Secretary.
2001 PROXY PROPOSALS
Stockholder proposals relating to the Company's 2001 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 20, 2000.
30
<PAGE>
EXHIBIT A
BRISTOL-MYERS SQUIBB COMPANY
2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE:
The purpose of the Bristol-Myers Squibb Company 2000 Non-Employee Directors'
Stock Option Plan ('the Plan') is to secure for Bristol-Myers Squibb Company
('the Company') and its stockholders the benefits of the incentive inherent in
increased Common Stock ownership by the members of the Board of Directors ('the
Board') of the Company who are Eligible Directors as defined in the Plan.
2. ADMINISTRATION:
The Plan shall be administered by the Board. The Board shall have all the
powers vested in it by the terms of the Plan, such powers to include authority
(within the limitations described herein) to prescribe the form of the agreement
embodying awards of stock options made under the Plan ('Options'). The Board
shall, subject to the provisions of the Plan, grant Options under the Plan and
shall have the power to construe the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable. Any decision of the Board
in the administration of the Plan, as described herein, shall be final and
conclusive. The Board may act only by a majority of its members in office,
except that the members thereof may authorize any one or more of their number or
the Secretary or any other officer of the Company to execute and deliver
documents on behalf of the Board. No member of the Board shall be liable for
anything done or omitted to be done by such member or by any other member of the
Board in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.
3. AMOUNT OF STOCK:
The stock which may be issued and sold under the Plan will be the Common
Stock (par value $.10 per share) of the Company, of a total number not exceeding
750,000 shares, subject to adjustment as provided in Paragraph 6 below. The
stock to be issued may be either authorized and unissued shares or issued shares
acquired by the Company or its subsidiaries. In the event that Options granted
under the Plan shall terminate or expire without being exercised in whole or in
part, new Options may be granted covering the shares not purchased under such
lapsed Options.
4. ELIGIBLE DIRECTORS:
The members of the Board who are eligible to participate in the Plan are
persons who serve as directors of the Company after the effective date of the
Plan and:
(a) who are not current or former employees of the Company and
(b) who are not and, in the past, have not been eligible to receive Options
on Company stock by participation as an employee in another plan
sponsored by the Company or under a contractual arrangement with the
Company.
A-1
<PAGE>
5. TERMS AND CONDITIONS OF OPTIONS:
Each Option granted under the Plan shall be evidenced by an agreement in
such form as the Board shall prescribe from time to time in accordance with the
Plan and shall comply with the following terms and conditions:
(a) The Option exercise price shall be the fair market value of the Common
Stock shares subject to such Option on the date the Option is granted,
which shall be the average of the high and the low sales prices of a
Common Stock share on the date of grant as reported on the New York
Stock Exchange Composite Transactions Tape or, if the New York Stock
Exchange is closed on that date, on the last preceding date on which the
New York Stock Exchange was open for trading.
(b) Each year, as of the date of the Annual Meeting of Stockholders of the
Company, each Eligible Director who has been elected or reelected or who
is continuing as a member of the Board as of the adjournment of the
Annual Meeting shall automatically receive an Option Award. The number
of shares to be covered by an individual award may not exceed 5,000
shares, with such limit subject to the provisions of Section 6.
(c) No Option granted under the Plan shall be transferable by the optionee
other than by will or by the laws of descent and distribution, and such
Option shall be exercisable, during the optionee's lifetime, only by the
optionee. Notwithstanding the foregoing, the Board may set forth in a
Stock Option Agreement, at the time of grant or thereafter, that the
Options may be transferred to members of the optionee's immediate
family, to trusts solely for the benefit of such immediate family
members and to partnerships in which such family members and/or trusts
are the only partners. For this purpose, immediate family means the
optionee's spouse, parents, children, stepchildren, grandchildren and
legal dependants. Any transfer of Options made under this provision will
not be effective until notice of such transfer is delivered to the
Company.
(d) No Option or any part of an Option shall be exercisable:
(i) before the Eligible Director has served one term-year as a member
of the Board since the date the Option was granted (as used herein,
the term 'term-year' means that period from one Annual Meeting to
the subsequent Annual Meeting),
(ii) after the expiration of ten years from the date the Option was
granted,
(iii) unless written notice of the exercise is delivered to the Company
specifying the number of shares to be purchased and payment in
full is made for the shares of Common Stock being acquired
thereunder at the time of exercise, such payment shall be made:
(A) in United States dollars by certified check, or bank draft, or
(B) by tendering to the Company Common Stock shares owned by the
person exercising the Option and having a fair market value
equal to the cash exercise price applicable to such Option,
such fair market value to be the average of the high and low
sales prices of a Common Stock share on the date of exercise
as reported on the New York Stock Exchange Composite
Transactions Tape or, if the New York Stock Exchange is closed
on that date, on the last preceding date on which the New York
Stock Exchange was open for trading, or
(C) by a combination of United States dollars and Common Stock
shares as aforesaid, and
A-2
<PAGE>
(iv) unless the person exercising the Option has been, at all times
during the period beginning with the date of grant of the Option
and ending on the date of such exercise, an Eligible Director of
the Company, except that:
(A) if such a person shall cease to be such an Eligible Director
for reasons other than retirement or death, while holding an
Option that has not expired and has not been fully exercised,
such person, at any time within one year after the date he
ceases to be such an Eligible Director (but in no event after
the Option has expired under the provisions of subparagraph
5(d) (ii) above), may exercise the Option with respect to any
Common Stock shares as to which such person has not exercised
the Option on the date the person ceased to be such an Eligible
Director,
(B) if such person shall cease to be such an Eligible Director by
reason of retirement or death while holding an Option that has
not expired and has not been fully exercised, such person, or
in the case of death, the executors, administrators or
distributees, as the case may be, may at any time following
the date of retirement or death (but in no event after the
expiration of the Option period set for in the Stock Option
Agreement), exercise the Option with respect to any shares of
Common Stock as to which such person has not exercised the
Option on the date the person ceased to be such an Eligible
Director, notwithstanding the provisions of subparagraph 5(e)
below,
(C) if any person who has ceased to be such an Eligible Director
for reasons other than death, shall die holding an Option that
has not been fully exercised, such person's executors,
administrators, heirs or distributees, as the case may be, may,
at any time within the greater of (1) one year after the date
of death or (2) the remainder for the period in which such
person could have exercised the Option had the person not died
(but in no event under either (1) or (2) after the Option has
expired under the provisions of subparagraph 5(d) (ii) above),
exercise the Option with respect to any shares as to which the
decedent could have exercised the Option at the time of death.
In the event any Option is exercised by the executors, administrators,
legatees or distributees of the estate of a deceased optionee, the
Company shall be under no obligation to issue stock thereunder unless
and until the Company is satisfied that the person or persons
exercising the Option are the duly appointed legal representatives of
the deceased optionee's estate or the proper legatees or distributees
thereof.
(e) Subject to subparagraph 5(d) (i) above, one-quarter (25%) of the total
number of shares of Common Stock covered by the Option shall become
exercisable beginning on the earlier of (a) the first anniversary date
of the grant of the Option or (b) the completion of one term-year
following the grant of the Option; thereafter an additional one-quarter
(25%) of the shares shall become exercisable annually on the earlier of
(a) the anniversary date of the grant of the Option or (b) the
completion of an additional term-year of service as a member of the
Board.
(f) Notwithstanding anything to the contrary herein, if an Option has been
transferred in accordance with Section 5(c), the Option shall be
exercisable solely by the transferee. The Option shall remain subject to
the provisions of the Plan, including that it will be exercisable only
to the extent that the optionee or optionee's estate
A-3
<PAGE>
would have been entitled to exercise it if the optionee had not
transferred the Option. In the event of the death of the transferee
prior to the expiration of the right to exercise the Option, the Option
shall be exercisable by the executors, administrators, legatees and
distributees of the transferee's estate, as the case may be for a period
of one year following the date of the transferee's death but in no event
be exercisable after the expiration of the Option period set forth in
the Stock Option Agreement. The Option shall be subject to such other
rules as the Board shall determine.
6. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK:
In the event of changes in the outstanding Common Stock of the Company by
reason of stock dividends, recapitalizations, mergers, consolidations,
split-ups, combinations or exchanges of shares and the like, the aggregate
number and kind of shares available under the Plan, and the number, kind and
price of shares subject to outstanding Options shall be appropriately adjusted
by the Board, whose determination shall be conclusive.
7. MISCELLANEOUS PROVISIONS:
(a) Except as expressly provided for in the Plan, no Eligible Director or
other person shall have any claim or right to be granted an Option under
the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any Eligible Director any right to be retained in
the service of the Company.
(b) Except as provided for under Section 5(c), an optionee's rights and
interest under the Plan may not be assigned or transferred in whole or
in part either directly or by operation of law or otherwise (except in
the event of an optionee's death, by will or the laws of descent and
distribution), including, but not by way of limitations, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of any participant in the Plan
shall be subject to any obligation or liability of such participant.
(c) No Common Stock shares shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable federal, state and other securities laws and regulations.
(d) It shall be a condition to the obligation of the Company to issue Common
Stock shares upon exercise of an Option, that the optionee (or any
beneficiary or person entitled to act under subparagraph 5(d) (iv)
above) pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other taxes. If the
amount requested is not paid, the Company may refuse to issue Common
Stock shares.
(e) The expenses of the Plan shall be borne by the Company.
(f) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation
of assets to assure the issuance of shares upon exercise of any Option
under the Plan and issuance of shares upon exercise of Options shall be
subordinate to the claims of the Company's general creditors.
(g) By accepting any Option or other benefit under the Plan, each optionee
and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company or
the Board.
A-4
<PAGE>
8. AMENDMENT OR DISCONTINUANCE:
The Plan may be amended at any time and from time to time by the Board as
the Board shall deem advisable, including, but not limited to amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations provided, however, that except as provided in Paragraph 6 above, the
Board may not, without further approval by the shareholders of the Company in
accordance with Paragraph 10 below, increase the maximum number of shares of
Common Stock as to which Options may be granted under the Plan, increase the
number of shares subject to an Option, reduce the minimum Option exercise price
described in subparagraph 5(a) above, extend the period during which Options may
be granted or exercised under the Plan or change the class of persons eligible
to receive Options under the Plan. No amendment of the Plan shall materially and
adversely affect any right of any optionee with respect to any Option
theretofore granted without such optionee's written consent.
9. TERMINATION:
This Plan shall terminate upon the earlier of the following dates or events
to occur:
(a) upon the adoption of a resolution of the Board terminating the Plan; or
(b) ten years from the date the Plan is initially approved and adopted by
the shareholders of the Company in accordance with Paragraph 10 below.
10. EFFECTIVE DATE OF PLAN:
The Plan shall become effective as of May 2, 2000 or such later date as the
Board may determine, provided that the Company's stockholders shall have adopted
the Plan at the Company's 2000 Annual Meeting of Stockholders.
A-5
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY
[Logo] BRISTOL-MYERS SQUIBB COMPANY
[Logo] Printed on recycled paper
<PAGE>
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 2000 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 1999 Annual Report has already been sent to you as a registered
owner; otherwise a copy of the 1999 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/BMS
Participants who had funds invested in one of the Company Stock-based funds on
the record date for the 2000 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 2000
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 2000 Annual Meeting, NO ACTION IS
REQUIRED ON YOUR PART.
PLEASE HELP US
We attempt to eliminate all duplicate mailings to the extent permitted under
applicable laws and regulations. If you receive duplicate mailings of any of the
enclosed materials using different versions of your name and/or address, please
send us copies of all the address imprints for all the materials you received
and indicate the preferred name and/or address you want us to use for all the
mailings.
We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.
<PAGE>
APPENDIX 2
PROXY [LOGO] BRISTOL-MYERS SQUIBB COMPANY
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS MAY 2, 2000
The undersigned hereby appoints C.A. HEIMBOLD, JR., P.R. DOLAN 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 Stockholders of the Company to be
held at the Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on
May 2, 2000 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, 2 AND 3 AND AGAINST
PROPOSALS 4 AND 5.
-----------------------------------------------------------------------------
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<PAGE>
[X] PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
PROPOSALS 1, 2 AND 3.
<TABLE>
<S> <C> <C>
FOR WITHHELD
ALL FOR ALL
1. ELECTION OF DIRECTORS [ ] [ ]
R.E. ALLEN
L.B. CAMPBELL
L.H. GLIMCHER, M.D.
J.D. ROBINSON III
</TABLE>
WITHHELD FOR THE FOLLOWING NOMINEE(S)
ONLY (WRITE NAME(S) BELOW):
----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. APPOINTMENT OF [ ] [ ] [ ]
ACCOUNTANTS
FOR AGAINST ABSTAIN
3. APPROVAL OF 2000 [ ] [ ] [ ]
NON-EMPLOYEE
DIRECTORS' STOCK
OPTION PLAN
</TABLE>
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE
'AGAINST' PROPOSALS 4 AND 5.
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
4. ANNUAL ELECTION [ ] [ ] [ ]
OF DIRECTORS
FOR AGAINST ABSTAIN
5. POLICY OF PRICE [ ] [ ] [ ]
RESTRAINT
</TABLE>
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.
<PAGE>
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 2, 2000 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 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 2000 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 1999 Annual Report has already been sent to you as a
registered owner; otherwise a copy of the 1999 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/BMS
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
2000 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 21, 2000. 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 21, 2000 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.
We will eliminate duplicate mailings where possible. Mail copies of address
imprints to Stockholder Services, Third Floor, Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154.
<PAGE>
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, 2 AND 3 AND
AGAINST ITEMS 4 AND 5.
PLEASE MARK [X]
YOUR VOTE AS
INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS 1, 2 AND 3.
<TABLE>
<S> <C> <C>
FOR WITHHELD
ALL FOR ALL
1. ELECTION OF DIRECTORS [ ] [ ]
01 R.E. ALLEN
02 L.B. CAMPBELL
03 L.H. GLIMCHER, M.D.
04 J.D. ROBINSON III
</TABLE>
WITHHELD FOR THE FOLLOWING NOMINEE(S)
ONLY (WRITE NAME(S) BELOW):
--------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. APPOINTMENT OF [ ] [ ] [ ]
ACCOUNTANTS
3. APPROVAL OF 2000 FOR AGAINST ABSTAIN
NON-EMPLOYEE [ ] [ ] [ ]
DIRECTORS' STOCK
OPTION PLAN.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE 'AGAINST'
PROPOSALS 4 AND 5.
FOR AGAINST ABSTAIN
4. ANNUAL ELECTION [ ] [ ] [ ]
OF DIRECTORS
5. POLICY OF PRICE FOR AGAINST ABSTAIN
RESTRAINT [ ] [ ] [ ]
</TABLE>
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/bms 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.
<PAGE>
APPENDIX 4
[Logo] BRISTOL-MYERS SQUIBB COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
R
O
X
Y
The undersigned hereby appoints C.A. Heimbold, Jr., P.R. Dolan 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 Stockholders of the Company to be held at the
Hotel duPont, 11th and Market Streets, Wilmington, Delaware, on May 2, 2000 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 2, 2000
<TABLE>
<S> <C>
WHEN PROPERLY EXECUTED, YOUR PROXY WILL BE VOTED AS ADDRESS CHANGE/COMMENTS
YOU INDICATE, OR WHERE NO CONTRARY INDICATION IS ________________________________
MADE, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND ________________________________
AGAINST PROPOSALS 4 AND 5. 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.
</TABLE>
IMPORTANT YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES TODAY.
- --------------------------------------------------------------------------------
ADMISSION TICKET
[Logo] BRISTOL-MYERS SQUIBB COMPANY
2000 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 2, 2000
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 2000 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.
<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 VOTED,
SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ITEMS 4 AND 5.
PLEASE MARK [X]
YOUR VOTE AS
INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS 1, 2 AND 3.
<TABLE>
<S> <C> <C>
FOR WITHHELD
ALL FOR ALL
1. ELECTION OF DIRECTORS [ ] [ ]
01 R.E. ALLEN
02 L.B. CAMPBELL
03 L.H. GLIMCHER, M.D.
04 J.D. ROBINSON III
</TABLE>
WITHHELD FOR THE FOLLOWING NOMINEE(S)
ONLY (WRITE NAME(S) BELOW):
--------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. APPOINTMENT OF [ ] [ ] [ ]
ACCOUNTANTS
3. APPROVAL OF 2000 FOR AGAINST ABSTAIN
NON-EMPLOYEE [ ] [ ] [ ]
DIRECTORS' STOCK
OPTION PLAN
THE BOARD OF DIRECTORS
RECOMMENDS A A VOTE 'AGAINST'
PROPOSALS 4 AND 5.
FOR AGAINST ABSTAIN
4. ANNUAL ELECTION [ ] [ ] [ ]
OF DIRECTORS
5. POLICY OF PRICE FOR AGAINST ABSTAIN
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.
</TABLE>
Signature(s) __________________________________________________ Date __________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
FOLD AND DETACH PROXY CARD HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
Vote by Internet at our Internet Address: http://www.proxyvoting.com/bms
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 ticket to the Annual Meeting.
