2021 Annual Meeting of Shareholders TABLE OF CONTENTS Bristol Myers 3 Squibb: The Story Who We Are: 2021 4 Director Nominees Majority Vote Standard and Mandatory Resignation Policy 10 How We Are Criteria for Board Membership 10 Selected and Director Independence 11 Director Succession Planning and Identification of Board Candidates 11 Elected Annual Evaluation Process 13 Active Board Oversight of Our Governance 14 How We Govern Board’s Role in Strategic Planning and Risk Oversight 14 and Are Governed Risk Assessment of Compensation Policies and Practices 15 Meetings of Our Board & Director Engagement 16 Annual Meeting of Shareholders 16 Codes of Conduct 16 Related Party Transactions 17 Disclosure Regarding Political Activities 18 Global Corporate Citizenship & Sustainability 18 Responsible Drug Pricing Strategy & Transparency 19 Board Leadership Structure 21 How We Are Committees of Our Board 23 Organized Written Communication 27 How to Proactive Shareholder Engagement 27 Communicate Responsiveness to Shareholder Feedback 28 With Us How We Are Paid Compensation of Directors 29 Message form the Compensation and Management Development Committee Chair 33 Executive Compensation Discussion and Analysis 34 Compensation Business Overview 34 2020 Named Executive Officers 35 2020 Business Results 35 Company Response to COVID-19 37 Commitment to Diversity & Inclusion 38 Human Capital Management 39 2020 Executive Compensation Program Overview 41 2020 Compensation Program - Named Executive Officers 44 Annual Incentive Plan Program Outcomes 48 2020 Individual Executive Performance Assessment 50 2020 Annual Incentive Award Payments 52 2020 Long-Term Incentive Program Grants 53 2020 Performance Share Unit Awards 54 2020 Market Share Unit Awards 54 Compensation and Management Development Committee Report 64 Tax Implications of Executive Compensation Program 64 Summary Compensation Table 65 Grants of Plan-Based Awards 67 Outstanding Equity Awards at Fiscal Year-End 69 Option Exercises and Stock Vesting 71 Present Value of Accumulated Pension Benefits 72 Non-Qualified Deferred Compensation Plan 74 Post-Termination Benefits 74 Termination of Employment Obligations (Excluding Vested Benefits) 80 Pay Ratio 82 Item 1—Election of the Board of Directors 5 Items To Be Item 2—Advisory Vote to Approve the Compensation of our Named Executive 82 Officers Voted Upon Equity Compensation Plan Information 83 Item 3—Approval of the Company’s 2021 Stock Award and Incentive Plan 83 Item 4—Ratification of the Appointment of Independent Registered Public 92 Accounting Firm Audit and Non-Audit Fees 92 Pre-Approval Policy for Services Provided by our Independent Registered Public Accounting Firm 93 Audit Committee Report 93 Item 5—Approval of an Amendment to Company’s Amended and Restated 95 Certificate of Incorporation to Lower the Ownership Threshold for Special Shareholder Meetings to 15% Item 6—Shareholder Proposal on the Adoption of a Board Policy that the Chairperson 96 of the Board be an Independent Director Item 7—Shareholder Proposal on Shareholder Right to Act by Written Consent 99 Item 8—Shareholder Proposal to Lower the Ownership Threshold for Special 101 Shareholder Meetings to 10% Common Stock Ownership by Directors and Executive Officers 104 Voting Securities Principal Holders of Voting Securities 105 and Principal Delinquent Section 16(a) Reports 105 Policy on Hedging and Pledging 105 Holders Advance Notice Procedures 106 Other Matters 2022 Shareholder Proposals 106 Compensation Committee Interlocks and Insider Participation 106 Availability of Corporate Governance Documents 106 Frequently Asked 107 Questions Exhibit A Categorical Standards of Independence A-1 Exhibit B 2021 Stock Award and Incentive Plan B-1 430 E. 29th Street, 14th Floor New York, New York 10016 Notice of Annual Meeting of Shareholders Notice is hereby given that the 2021 Annual Meeting of Shareholders (the ‘‘Annual Meeting’’) will be held on May 4, 2021, at 10:00 a.m. Eastern Time for the following purposes as set forth in the accompanying Proxy Statement: • to elect to the Board of Directors the 10 persons nominated by the Board, each for a term of one year; • to conduct an advisory vote to approve the compensation of our Named Executive Officers; • to approve the company’s 2021 Stock Award and Incentive Plan; • to ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2021; • to approve an amendment to the company’s Amended and Restated Certificate of Incorporation to reduce the ownership threshold from 25% to 15% for shareholders to request a special meeting; • to consider three shareholder proposals, if presented at the meeting; and • to transact such other business as may properly come before the meeting or any adjournments thereof. Holders of record of our common and preferred stock at the close of business on March 15, 2021 will be entitled to vote at the meeting. Due to the ongoing health and safety concerns related to the COVID-19 pandemic, this year’s Annual Meeting will be held in a virtual-only meeting format. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/BMY2021 and enter the 16-digit control number included on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. Guests may join the Annual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the virtual meeting. Once admitted, you may submit questions, vote or view our list of shareholders during the Annual Meeting by following the instructions that will be available on the meeting website. You may log into the meeting platform beginning at 9:50 a.m. Eastern Time on May 4, 2021. To submit a question before the meeting, visit www.proxyvote.com with your 16-digit control number and select the ‘‘Submit a Question for Management’’ option. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/BMY2021, enter your 16-digit control number and type your question into the ‘‘Ask a Question’’ field and click ‘‘Submit.’’ The company will provide direct and specific information to shareholder proponents on how they can present their shareholder proposals during the meeting. By Order of the Board of Directors Katherine R. Kelly Vice President and Corporate Secretary Dated: March 25, 2021 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 on the virtual meeting platform, 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 www.proxyvote.com and vote via the Internet; (2) Call the toll-free telephone number (800) 690-6903 (this call is toll-free in the U.S.); 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 your shares on the virtual meeting platform during the meeting. Dear BMS shareholders, Our hearts go out to those who have been personally impacted by the ongoing COVID-19 pandemic and everyone managing through this difficulttime.ThankstoanunprecedentedcollaborationinthebiopharmaindustryanddecadesofinvestmentinR&D,anumberofvaccinesand therapeutics were developed in record time and are being deployed globally to help stop the ongoing COVID-19 pandemic. As conscientious global citizens, we continue to take steps to protect the health and safety of the public and our global workforce, support relief efforts in communities deeply affected by the virus, and carry out our mission to discover, develop and deliver life-saving medicines for the patients who depend on us. Throughout 2020, we continued to execute very well despite the challenges of the pandemic, delivering strong commercial performance, achieving significant pipeline milestones, and maintaining an uninterrupted supply of our medicines, while integrating our businesses following the closing of the Celgene transaction in November 2019 and building a new company. In our first full year as a new combined company, we achieved: • Strong business performance across oncology, hematology, immunology and cardiovascular; • A 63% increase in total revenues, or 7% on a pro forma basis; • A diluted loss per share of $(3.99), partially due to a $11.4 billion in-process research and development (IPRD) charge for our acquisition of MyoKardia, Inc. and $9.7 billion of intangible asset amortization charges primarily due to our acquisition of Celgene; • A 37% increase in non-GAAP diluted earnings per share (‘‘EPS’’) of $6.44; • The approval of new medicines, including Zeposia for multiple sclerosis, Reblozyl for myelodysplastic syndromes, and Onureg for acute myeloid leukemia and other significant pipeline advances; • Important business development transactions, including the acquisition of MyoKardia, Inc. (‘‘MyoKardia’’), expanding our cardiovascular portfolio; and • A quarterly dividend increase of 9%, marking an increase for the 12th year in a row. We have shaped our company on our values: passion, innovation, urgency, accountability, integrity and inclusion. This was reflected in our response to the global COVID-19 pandemic. As the pandemic started, we rapidly implemented a comprehensive plan to protect the health and safety of our people, many of whom are