Bristol-Myers Squibb (BMY) DEFA14AAdditional proxy soliciting materials

 April 2024  Proxy Season Update 

 2  Our Mission  To discover, develop and deliver innovative medicines that help patients prevail over serious diseases.  Our Values  Innovation  Passion  Inclusion  Accountability  Integrity  Urgency  Our Vision  To be the world’s leading biopharma company that transforms patients’ lives through science. 

 4  Delivering Sustainable Growth and Innovation  $45.0B  Total Revenues  in 2023  Strong Commercial Performance  $34.3B $3.6B $7.1B  In-Line Products* New Product Portfolio** Recent LOE Products***  net sales compared to net sales compared to net sales compared to  $33.3B in 2022 $2.0B in 2022 $10.8B in 2022  $3.86 $7.51   GAAP diluted EPS† Non-GAAP diluted EPS†   +31% versus 2022 -2% versus 2022  Balanced Capital Allocation Strategy  $13.9B 5.6% $5.2B  in cash flow from quarterly dividend increase share repurchase  operating activities in 2023 vs. 2022       14th    consecutive year of   annual increase  Continued Pipeline Progress   1   New Molecular Entity   approved in 2023  19  Approvals  (15 approvals in the U.S., EU & JP;  4 approvals in CN)  30+  Early-stage assets  In First Quarter 2024, Completed Key Business Development Transactions announced in 2023, including:  Acquisitions of Mirati Therapeutics, RayzeBio and Karuna Therapeutics  Global Strategic Collaboration Agreement with SystImmune  * In-Line Products include Eliquis® (apixaban), Opdivo® (nivolumab), Orencia® (abatacept), Pomalyst®/Imnovid® (pomalidomide), Yervoy® (ipilimumab), Sprycel® (dasatinib), and Mature and other products.  ** New Product Portfolio includes Reblozyl® (luspatercept-aamt), Opdualag® (nivolumab and relatlimab-rmbw), Abecma® (idecabtagene vicleucel), Zeposia® (ozanimod), Breyanzi® (lisocabtagene maraleucel), Camzyos® (mavacamten), SotyktuTM    (deucravacitinib), Onureg® (azacitidine tablets), Inrebic® (fedratinib), and AugtyroTM (repotrectinib).  *** Recent LOE Products include products with significant decline in revenue from the prior reporting period as a result of a loss of exclusivity.  † A reconciliation of GAAP to non-GAAP measures can be found on our website at bms.com. See “Quarterly package of financial Information” available on bms.com/investors for information on the list of specified items excluded from non-GAAP EPS. 

 5  Progressing our ESG Strategy and Health Equity Initiatives  INCLUSION & DIVERSITY  Executive representation (Executive Director and above):  6.3% 6.5% 47.4%  Black/African Hispanic/ Women  American (U.S.) Latino (U.S.) (Global)  58% >$1B  Clinical trial sites in Global spend with diverse-  diverse metro areas owned businesses  ENVIRONMENTAL RESPONSIBILITY     Submitted near-term and long-term (net zero by 2050) Science Based Targets (SBT)  Published first Task Force on Climate Related Financial Disclosure (TCFD) Report  Executed a second 15-year virtual power purchase agreement (VPPA)  HEALTH EQUITY & ACCESS TO HEALTHCARE  BMS has distributed approximately  $118.3M in grant funding to support  programs and services  ESG STRATEGY & GOVERNANCE  Conducted a revised global ESG materiality assessment  Expanded ESG operating model to further align with company strategy  Established ESG Council in 2022 as primary governance body for all ESG matters  As a leading biopharma company, we understand our responsibility extends well beyond discovery, development and delivery of innovative medicines. Our evolving ESG strategy builds on a legacy of comprehensive and global sustainability efforts.  * VPPA = Virtual Power Purchasing Agreement  ~87%   of waste diverted from  landfill through 2023  >80%  of purchased electricity from  renewable source by 2026 through VPPA* 

 Committed to Sound Corporate Governance  6  Board Accountability and Shareholder Rights  Regular shareholder engagement  Annual election of Directors  Majority voting standard for election of Directors  Robust Lead Independent Director role  Limit on public company board memberships for BMS Directors (4)  Limit on total board memberships for sitting CEO (2)  Proxy access shareholder right  Ability to call special meetings (15%)  Extensive Related Party Transaction policies and procedures  No supermajority voting provisions for common stockholders  No stockholder rights plan  Semi-annual political contributions disclosures 

 7  Committees: Audit, CDCG  Advisory Partner with Bain & Co.  Former Chair of the Board of Blue Cross Blue Shield of Massachusetts, Former Board Member of Kindred Healthcare, National Surgical Hospitals, Value Options, Pediatric Services of American and NeighborCare  Director since 2019  Phyllis R. Yale  Karen H. Vousden, Ph.D.  Julia A. Haller, M.D.  Derica W. Rice*  Former Executive Vice President & CFO of Macy’s, Inc.   Former Executive Vice President and CFO of Ahold USA  Former Chief Accounting Officer of CVS Caremark  Director since 2020  Director of Mount Sinai Heart and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at the Icahn School of Medicine  Director since 2022  Deepak L. Bhatt, M.D., M.P.H.*  President and Chief Executive Officer at GE Healthcare  Former President and CEO at Integra LifeSciences Holdings Corporation  Director since 2016  Peter J. Arduini  Committees: S&T, CMDC  Committees: Audit (c), CMDC  Former Executive Vice President of CVS Health and President, Pharmacy Benefits Business of CVS Caremark  Former Executive Vice President of Global Services and CFO of Eli Lilly and Company  Director since 2020  Committees: Audit, CDCG  Committees: S&T, CMDC  Principal Group Leader at the Francis Crick Institute in London  Former Chief Scientist at Cancer Research UK, Former Director, Beatson Institute for Cancer Research UK, President of the British Association of Cancer Research  Director since 2018  Committees: CDCG (c), Audit  Theodore R. Samuels  Lead Independent Director  Retired President of Capital Guardian Trust Company  Director since 2017  Ophthalmologist-in-Chief of Wills Eye Hospital  Professor and Chair of the Dept. of Ophthalmology at Sidney Kimmel Medical College  Director since 2019  Professor of Medicine and Chief of Division of Hematology and Medical Oncology at Weill Cornell Medical College  Attending Physician at New York-Presbyterian Hospital  Director since 2021  Committee: CMDC (c)  Christopher S. Boerner, Ph.D.*  Board Chair & Chief Executive Officer  More than 20 years of experience in the biotechnology industry, including prior roles at Bristol-Myers Squibb as Chief Commercialization Officer and Chief Operating Officer  Director since 2023  Manuel Hidalgo Medina, M.D., Ph.D.*  Committees: CDCG, S&T  Paula A. Price*  Committees: S&T (c), CDCG  2024 Board Nominees Well-Equipped to Support Company Strategies  Audit: Audit Committee   CDCG: Committee on Directors & Corporate Governance  CMDC: Compensation & Management Development Committee   S&T: Science & Technology Committee  (c): Committee Chair  * = New Director since 2020 

 8  Overview of 2024 Director Nominees Skills, Age & Tenure  All Director Nominees possess these qualities:        Strategic Thinking  Sound Business Judgment  Integrity  & Ethics  Leadership 

 9  Continued Commitment to our Compensation Philosophy and Structure  Pay for Performance  A substantial proportion of our executives’ pay is variable, at-risk based on our financial and operational results and delivered in the form of equity, supporting alignment over the long term between our executives and our shareholders  Competitive Pay Program  Attracts, retains, and incentivizes talented executives capable of leading our business in a highly complex and competitive environment  1  2  100% performance-based annual and long-term incentives  Caps on payouts under annual and long-term incentive award programs  Robust share ownership and share retention guidelines  Neutralize share buyback impact on share-denominated compensation metrics  Robust recoupment and clawback policies  Regular shareholder engagement  “Double-trigger” change-in-control agreements  No guaranteed incentive with our Named Executive Officers  Prohibition on speculative and hedging transactions  Prohibition on pledging shares and holding them in a margin account  Proactively eliminate windfall gain potential  No employment contracts with our Named Executive Officers  Prohibition on re-pricing or backdating of equity awards  Minimal perquisites to our Named Executive Officers  Sound Compensation Governance Practices  2023 CEO TARGET PAY MIX AVERAGE NEO TARGET PAY MIX (EXCL. CEO)  Executive Compensation Supporting our Strategy  Data Source  Weighting  CEO and CFO  Blended Peer Proxy and PHRA Survey Data  50% Proxy Data and 50% Survey Data  Other NEOs  PHRA Survey Data  100% Survey Data 

 Compensation Programs: Supporting Revenue Renewal & Execution of Core Strategy  10  * Purple text indicates changes from 2023 to 2024.  2023 Compensation Program  Looking Forward: 2024 Compensation Program*  Base Salary  Annual Incentive (Paid in cash)  Allows us to attract and retain talent in a highly competitive labor market  Based on specialized qualifications, experience and role impact, and pay levels of comparable positions within peer group  Salary increases based on competitive market, individual performance and size of company-wide annual budget  Company Performance Factors  Individual Performance Factor  EPS  Critical measure of annual profitability,  aligning our employees with our shareholders  Committee judgment applied against pre-defined and measureable operational, financial, and strategic objectives  Clear performance objectives are set at the beginning of each year to align with our company’s goals  Executives are assessed on “Results” and demonstration of “Values” ― assessments are used as the basis for making individual compensation decisions  In-Line   and New   Product   Revenue  Foundation of long-term sustainable growth  and competitive superiority  New Product Portfolio  Increases focus on strategic priority  of revenue renewal   Pipeline  Near-Term Value   Have evolved to:  Drive improved decision-making and operational rigor   Ensure alignment   with combined   company’s portfolio  Long-Term Growth Potential  Qualitative Overlay  ESG Scorecard  Aligned to our commitments on  sustainability and social impact  Important component of attracting specialized talent  Rewards creation of incremental shareholder value  Provides a mix of short, medium and long-term performance periods  Multi-year vesting helps to promote retention while maintaining pay-for-performance link  Long-Term Incentive   (Paid in shares)  Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (25%), In-Line and New Product Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period.  Base Salary  Annual Incentive (Paid in cash)  Allows us to attract and retain talent in a highly competitive labor market  Based on specialized qualifications, experience and role impact, and pay levels of comparable positions within peer group  Salary increases based on competitive market and size of company-wide annual budget  Company Performance Factors  Individual Performance Factor  Operating Income  New for 2024  Critical measure of annual profitability,  aligning our employees with our shareholders  No individual performance component. Payout based solely on the company performance   Growth Portfolio Revenue  New for 2024  Foundation of long-term sustainable growth and competitive superiority.   Increases focus on strategic priority of revenue renewal.  Pipeline  Near-Term Value   Have evolved to:  Drive improved decision-making and operational rigor   Ensure alignment   with combined   company’s portfolio  Long-Term Growth Potential  Qualitative Overlay  ESG Scorecard  Aligned to our commitments on  sustainability and social impact  Rewards stock price appreciation, inclusive of the value of dividend equivalents accumulated during the performance period   Important component of attracting specialized talent   Rewards creation of incremental shareholder value   Promotes retention while maintaining pay-for-performance link  Long-Term Incentive   (Paid in shares)  Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (25%), Growth Portfolio Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. 

 We Value Your Support at Our 2024 Annual Meeting  11  FOR Election of Directors  FOR Advisory Vote to Approve the Compensation of our Named Executive Officers  FOR Ratification of the Appointment of an Independent Registered Public Accounting Firm  FOR Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide for Limited Officer Exculpation  AGAINST Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director  AGAINST Shareholder Proposal on Executive Retention of Significant Stock   2024 Bristol Myers Squibb Board Recommendations  Management Proposals  Shareholder Proposals 

 We Value Your Support at Our 2024 Annual Meeting (continued)  12  Article THIRTEENTH of our Certificate of Incorporation currently allows the company to limit the monetary liability of directors for breach of the fiduciary duty pursuant to and consistent with Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of the fiduciary duty (the “Section 102(b)(7) Amendment”).  Prior to the Section 102(b)(7) Amendment, Delaware law has permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. Consequently, shareholder plaintiffs have employed a tactic of bringing certain claims that would otherwise be exculpated if brought against directors, against individual officers to avoid dismissal of such claims and/or to drive companies toward settlements. The Section 102(b)(7) Amendment was adopted to address inconsistent treatment between officers and directors and address rising litigation and insurance costs for shareholders.  As is currently the case with directors under our Certificate of Incorporation, this provision would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this provision exculpate such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors, and accordingly, the Board believes that this Proposal which would extend exculpation to officers, as specifically permitted by the Section 102(b)(7) Amendment, is fair and in the best interests of the Company and its shareholders.  The Proposed Charter Amendment is binding. If this proposal is approved by the holders of a majority of the outstanding shares of the company, a Certificate of Amendment to our Certificate of Incorporation to implement the Proposed Charter Amendment will be filed with the Secretary of State of the State of Delaware.   Management Proposal on Approval of an Amendment to Company’s  Amended and Restated Certificate of Incorporation to Provide for Limited Officer Exculpation  Accordingly, our Board recommends a vote FOR this management proposal. 

 We Value Your Support at Our 2024 Annual Meeting (continued)  13  Shareholder Proposal on Executive Retention of Significant Stock   After careful consideration, the Board believes the proposal is not in the best interests of the Company and its shareholders.  After thoughtful and rigorous consideration, the Board determined that combining the Board Chair and Chief Executive Officer positions and electing Dr. Boerner as the Board Chair is in the best interest of the company and our shareholders and is the best leadership for the company and its shareholders at this time.   The Board considered numerous factors, including:  Flexibility in designing the Company’s leadership structure facilitates effective execution of the Company’s strategic initiatives and complex business strategy.  Dr. Boerner’s experience combined with a strong Lead Independent Director in Mr. Samuels balances consistent effective leadership with oversight and accountability.  Our Lead Independent Director role’s robust duties model the role of an independent chair and ensure a strong and active Board.  Several features of our governance structure work together to ensure independent oversight of the Company.  The Board believes that the Board’s fiduciary duties are best satisfied by retaining the flexibility to determine a leadership structure that serves the best interests of the Company and its shareholders at any given time and not restricting the Board’s autonomy to select the individual best suited to serve as Board Chair. The Board annually reviews the company’s governance structure, and will continue to do so; however, the Board believes the current leadership model, when combined with our independent Board governance structure, strikes the appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business and affairs.  Given the current needs of the company and the strong role of the Lead Independent Director, the Board believes that it continues to be in the best interests of the company and its shareholders to combine the roles of Board Chair and Chief Executive Officer.   Shareholder Proposal on the Adoption of a Board policy that the   Chairperson of the Board be an Independent Director  Accordingly, our Board recommends a vote AGAINST these shareholder proposals.  After careful consideration, the Board believes the actions requested are not in the best interests of the Company and its shareholders.  The proposal is unnecessary as the company’s existing share retention policy, through its design, far exceeds the requirements of this proposal.  The company’s existing share retention policy requires the company’s Section 16 officers to hold either six, three or two times their base salary until satisfaction of the respective multiple, counting shares acquired upon the vesting of PSUs, MSUs and RSUs, as well as those shares acquired upon the exercise of any previously granted stock options.   Even after the respective multiple is satisfied, Section 16 Officers are required to hold 75% of all newly acquired net after-tax shares for one year after vesting, or 100% if they have not satisfied their respective multiple. The proposal would require Named Executive Officers to also hold 25% of acquired shares until the age of 60.  The company already prohibits all employees, including executive officers and directors from engaging in any speculative or hedging transactions, as we consider it improper and inappropriate to engage in any transactions that hedge or offset, or are designed to hedge or offset, any decrease in the value of our securities.  Our insider trading policy prohibits all employees, including directors and executive officers, from engaging in any speculative or hedging transactions and from holding our securities in a margin account or pledging our securities as collateral for a loan except in certain limited circumstances and subject to the approval of the Corporate Secretary.  None of our directors or executive officers has pledged shares of our stock as collateral for a loan or holds shares of our stock in a margin account.