AGM 2021

May 4, 2021

Good day, and welcome to the Bristol Myers Squibb's 2021 Annual Meeting of Shareholders. Today's virtual meeting conference is being recorded. We do not expect any technological difficulties today. However, in the event we lose audio or webcast connection and we are unable to provide any updates, please wait 10 minutes for resolution. Please refer to the company's investor website for updates. At this time, I'd like to turn the meeting over to Doctor. Giovanni Cafforio, Chief Executive Officer and Board Chair. Please go ahead, sir. Good morning. I'm Giovanni Cafforia, Chair of your company and together with my fellow directors, I want to welcome you to our 2021 Annual Meeting of Shareholders. This is the 2nd year we are doing this meeting virtually due to the COVID-nineteen pandemic. We hope everyone is staying healthy and we look forward to the time when it is safe for us to meet together in person again. We've always valued the opportunity of the annual meetings to speak with you about our accomplishments as well as to answer your questions. Like last year, We've made arrangements for you to submit questions both in advance and at today's meeting itself in an effort to preserve these valuable interactions while remaining safe. The meeting is now officially called to order. You should all see on the virtual meeting portal, the agenda for the meeting. This is the order of items we will be covering today. With us today are all the members of our Board of Directors who are up for reelection at this meeting. Ed Samuels, Peter Arduini, Mike Bonney, Doctor. Julia Heller, Paula Price, Derica Rice, Jerry Storch, Doctor. Karen Wausden and Phyllis Yale. I would also like to acknowledge that Doctor. Vicki Sato, Robert Bertolini, Matthew Emmons and Dinesh Paliwal will retire from the Board today. We would like to thank Vicki, Bob, Matt and Dinesh for their many years of dedicated service to the Board of Directors and our shareholders. The Board is extremely grateful to them for their contributions. We wish them the very best. In particular, we are extremely grateful for Doctor. Seyda's 15 years of dedicated service to the company, our shareholders, patients and employees. She served in a number of different leadership roles, most recently as the Lead Independent Director and Chair of our Governance Committee, bringing strong independent leadership to the Board and contributing greatly to enhancing our board composition and skill sets. We also have with us a number of our leadership team members as well as Paul Krieger, our lead audit partner at Deloitte and Touche LLP, our independent registered public accounting firm. I am pleased to report that a quorum is present with over 85% of the company's common and preferred stock entitled to vote at this meeting represented virtually on this web portal or by proxy. Before we proceed with the formal business of the I would like to introduce our Corporate Secretary, Kate Kelly, who will make one of our required legal statements before I provide a brief update on our company. Thank you, Giovanni, and welcome, everyone. If during this meeting, any statements are made concerning any projected financial or other forward looking information, I refer you to the Risk Factors section of our most recent Form 10 ks report for a discussion of risks and other important factors that could cause the company's actual results to differ materially from historical or expected results. In addition, please refer to bms.com for a reconciliation of any financial measures we use that were not prepared in accordance with Generally Accepted Accounting Principles or GAAP. Giovanni, I turn the meeting back to you. For the company update, we are trying something new this year. Since our last meeting, I've learned a lot about making videos. We put that to good use and have pre recorded this segment. Now turning back to the formal business of this meeting, Kate, please proceed with the next agenda item. Thanks, Giovanni. You should all see on the virtual meeting portal, the meeting procedures, which are available for download from the documents On March 25, 2021, The 2021 notice of annual meeting and proxy statement, the proxy card and the 2020 annual report were provided to the company's shareholders of record as of March 15, 2021. These are available for inspection on this web portal. We have received from Broadridge Financial Services a signed affidavit attesting to the mailing. An alphabetical list of the registered shareholders entitled to vote at this meeting is also included on this web portal under the registered shareholder link. This list has been available for inspection by the shareholders for over 10 days. In addition, we have included on this web portal for shareholder inspection the minutes of the 2020 Annual Meeting of Shareholders held on May 5, 2020. Now, Consistent with the company's bylaws, the Board has appointed Carl Wagner as Inspector of Election for this meeting, including any adjournment. Carl is an employee of American Election Services, a professional services company specializing in independent tabulation and certification of voting results for corporations. Carl is with us today and has taken the required oath and presented it for filing with the records of this meeting. As outlined in the agenda, we have 8 proposals to vote on this morning. If you have previously voted, you do not need to vote again unless you wish to change your vote. After each proposal is presented, we will refer to the Board's recommendation as set forth in the proxy statement. If any shareholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal and note the proposal number to which it relates. Our Board and leadership team value our annual meeting as an opportunity to hear and learn from you, our shareholders. Your input as well as your investments matter to us. After the voting, We will begin our general question and answer period. We kindly ask that you please hold your general questions and comments until that time. Giovanni, I turn the meeting back to you. I now declare the polls open for voting on the items to be presented at this meeting and note for the record that it is May 4, 2021 at 10:18 am. To ensure that there is sufficient time to address general questions, We ask that any questions related to these voting items be limited to the specific item being presented as we consider the proxy proposals. Kate, will you please present the management proposals? We will now move to the first item listed on the agenda, the election of directors. The nominees for directors and their biographies appear in our proxy statement on pages 5 through 9. All 10 directors will be elected for 1 year terms expiring at the 2022 Annual Meeting. Are there any questions on this item? So Giovanni, I see one question that relates to all of the proposals 1 through 8 And that is how many minutes will the polls remain open after the last proposal is presented in order to allow time for voting? Kate, I believe the answer is 1 minute. Great. Thank you, Giovanni. There are no other questions on this item. We will now move to the advisory vote to approve the compensation of our named executive officers. As you can read in our proxy statement on page 82, we have taken a lot of care to craft compensation plans that combine our purpose and values with our strategy and operations. The Board of Directors recommends the shareholders approve this item. Are there any questions on this item? There are no questions on this item. We will now move to the approval of the company's 2021 stock award and incentive plan. As you can read in our proxy statement on Page 83, the Board and the compensation committee believe that awards linked to our common stock with terms tied to our performance, provide incentives for the achievement of important performance objectives and promote the long term success of Bristol Myers Squibb. The 2021 plan is an integral part of our overall compensation program. The Board of Directors recommends the shareholders approve this item. Are there any questions on this item? There are no questions on this item. We will now move to the ratification of the appointment of the independent auditors. The Board of Directors on the recommendation of the Audit Committee has appointed Deloitte and Touche LLP as the independent registered public accounting firm for the company for the year 2021 and is seeking ratification by the shareholders. The Board of Directors position appears on Page 92 of the proxy statement. Are there any questions on this item? There are no questions. We will now move to the approval of an amendment to our amended and restated of incorporation. The Board of Directors recommends approval to amend the company's certificate of incorporation to lower the share ownership threshold for shareholders to call a special meeting from 25% to 15%. The Board of Directors position appears on Page 95 of the proxy statement. The Board believes that a 15% threshold strikes an appropriate balance between enhancing shareholder access and minimizing the potential harms associated with allowing a small number of shareholders with There are no questions on this item. I now hand the meeting back over to the Chair for the presentation of the shareholder proposals. Giovanni? Thank you, Kate. We will now move to the 3 shareholder proposals to be presented. We're pleased to have Mr. Thomas McKaney here as the representative of Sisters of San Francis of Philadelphia and the other co filers. Tom, at this time, we turn the floor to you to please move your proposal. Operator, Please open the line for Tom. Thank you. Can you hear me? Yes. Thank you, Yuju. Good morning, Mr. Chairman, members of the Board and fellow shareholders. My name is Tom McCainy, and I'm on to present proxy item number 6 on behalf of the Sisters of St. Francis of Philadelphia and 9 co filers, all members of the Interfaith Center on Corporate Responsibility. His shareholder proposal requests the company adopt a policy to require the Chair of the Board of Directors to be, whenever possible, an independent member of the Board. In its statement in opposition to the proposal, Our company justifies combining the roles of Chair and CEO by touting the designation of a Lead Independent Director, While potentially adding valuable assistance to the chair, Enel ID is still in a subordinate position to the chair and is not a replacement for an independent leader. The company's opposition statement also maintains that having flexibility to determine whether combining the roles of Chair and CEO is in the best interest of the company. However, as Chair, Doctor. Cafforio leads the Board, which in turn evaluates the work of Doctor. Cafforio, the CEO. This is a clear conflict. Although we appreciate the company's desire for having flexibility To choose whether an independent share is appropriate, we believe there is a need for a robust system of checks and balances at the highest levels of the company to protect shareholder interests. A structure where the CEO runs the business and is accountable to a Board led by an independent chair is in the best interest of the company's shareholders. We ask for your support of this good governance measure. Thank you. Thank you. We share the high value placed on protecting the excellence and independence of our Board. We have described in our proxy statement the many practices we've already put in place to protect this independence. The Board of Directors position appears on Page 97 in the proxy statement. Kate, are there any questions on this item? There are no questions on this item. Thank you. I am now pleased to welcome Mr. James MacRitchie, the proponent for this proposal. Mr. MacRitchie, at this time, we turn the floor to you to please move your proposal. Operator, please open the line for Mr. McRitchie. Thank you. Proposal number 7 requests shareholders be given the right to act by written consent. Last year, my similar proposal won the support of 43.5 percent. I want to thank the Board for introducing proposal number 5, probably as a result of see however between the rights of written consent and special meetings. However, any shareholder regardless of how many or few shares she owns can seek to solicit written consent on a proposal. By contrast, calling a special meeting may require a 2 step process, A shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute proxies asking shareholders to vote on the proposal to be presented at the special meeting. This 2 step process can take more time and expense than the 1 step procedures of soliciting written consent. Our company should join the hundreds of major companies that enable shareholders act by written consent. I hope and I'd like to thank the Board for clarifying that they will leave the Polls open for 1 minute to allow shareholders to vote on this item. Sometimes I've witnessed virtual shareholder meetings where voting polls are closed immediately after the final proposal is presented. Closing the polls so rapidly render presentation meaningless. So, but one thing, think about it 1 minute. It's not very long. So if you're planning to change your vote, Please go and do so now. Thank you for your attention. Please vote for proposal number 7 requesting the right for shareholders to act by written consent. Thank you. Thank you. The Board believes that holding meetings where all shareholders may discuss The proposed actions, hear the views, questions and arguments of other shareholders or the company and vote their shares is the best way for shareholders to take action and helps to ensure the accuracy and completeness of information presented to shareholders to obtain their approval. I refer you to our Board's position on this proposal on Page 99 in our proxy statement. Kate, are there any questions on this item? There are no questions on this item. I will turn the floor back to Mr. MacRitchie, who is presenting the proponent representing the proponent for this proposal too. Operator, please open the line for Mr. Mac Ritchie. Thank you again. I'm presenting proposal number 8 on behalf of Mr. Ken Steiner, shareholders ask our Board to take the steps necessary to amend the governing documents to give the owners of the combined 10% of our outstanding common stock, the power to call a special shareholder meeting. This proposal is already a success because it triggered management to lower the stock ownership threshold in proposal number 5. It's ironic that management is opposed to this proposal because management acted like a co sponsor changing some of the words in the proposal. A special shareholder meeting is a means shareholders can use to raise important matters outside the normal election meeting cycle, like the election of a new director. For instance, Mr. Michael Bonney, who was new to the Board in 2020 and who was on the audit committee was rejected by 18% of shares. This was 7 times the negative vote of his BMI peers. The beauty of a good governance proposal like this proposal is that it would not result in more costs because the mere presence A good governance serves as a guardrail to make sure that management elects the best directors on their own. I know if management does not elect the best directors, then shareholders have a remedy with teeth to make their director nominations known to management. Management promotes the fallacy that shareholders should be distracted from improving corporate governance since we already have some existing good governance practices. Management talks about shareholder engagement, but sales dimension that there are no rules governing so called shareholder engagement and shareholder engagement can be completely shut down without notice. Shareholder engagement is a management sales pitch practice based on the honor system. There's no independent inspector of shareholder engagement. It's amazing the number of companies that brag about how their shareholder engagement gives results that are in lockstep with the initial management sales pitch. Please vote yes, special shareholder meeting improvement, proposal number 8. Thank you. Thank you. As you know, we have a management proposal on the ballot item 5 to lower the threshold to 15%. The Board believes that a 15% threshold strikes an appropriate balance between enhancing shareholder access and minimizing the potential harms associated with allowing a small number of shareholders with special interests to call special meetings. I refer you to our Board's position on this proposal on Page 102 in our proxy statement. Kate, are there any questions on this item? There are no questions on this item. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. I will pause here for a minute to allow anyone who is still voting to submit their vote through the portal. Now that everyone has had the opportunity to vote, I declare the polls closed on the items presented to this meeting. For the record, I note that it is May 4, 2021 And the time is now 10:33 a. M. While we wait for the vote to come in, We have a pre recorded message to share with you from some of our directors who are here with us today. I see that the vote is now in, so we can announce the preliminary results. These totals are preliminary because the vote is subject to final audit by the Inspector of Election, but that will not affect the outcome on any matter. Kate? Each nominee for Director has received a 4 vote of at least 87%. Our advisory vote on the compensation of our named executive officers was approved with over 91% shares voting for. The approval of the company's 2021 stock award and incentive plan was approved with over 95% the shares voting for. The ratification of the independent auditors was approved with approximately 96% shares voting for. The approval of an amendment to the company's amended and restated certificate of incorporation to lower the ownership threshold for special shareholder meetings to 15% was approved with approximately 98% of the outstanding shares voting for. For the shareholder proposal requesting a separate Chair and CEO, approximately 44% of the votes were cast in favor, 55% were cast against and 0.5% abstained. For the shareholder proposal requesting shareholder right to act by written consent, approximately 34.5% of the votes were cast in favor, 65% were cast against and 0.5% abstained. For the shareholder proposal requesting the approval to lower the ownership threshold special shareholder meetings to 10%, approximately 32.5% of the votes were cast in favor, 67% were cast against and 0.5% abstained. Final voting results will be posted on bms.com and will be filed with the SEC within 4 business days. That completes the voting tallies. Thank you, Kate. This completes the formal business of this meeting. Thank you all. The meeting is adjourned and we will now begin the general Q and A session. As I mentioned earlier, we have our Board and a number of my leadership team members present. We will also be participating in the question and answers session. With us today are Chris Berner, David Elkins, Sumit Irawat, Sandy Lung, Anne Powell and Rupert Vessey. Now we would like to open things up for shareholder questions and comments. We will begin with questions that we received in advance of today's meeting. We will then take shareholder questions that are being entered today on the web portal. Please note we will attempt to answer as many questions as we can, focusing on those questions that are pertinent to matters in the agenda. We will not address questions and will stop discussions that are irrelevant to the business of the company, required discussion of matters viewed by the company as confidential, relate to personal grievances, are referenced to individuals or that are otherwise disrespectful or are not a matter of interest to shareholders generally. Any questions or topics we do not get to will be addressed on our company website. Kate, can you please read the questions we have received from our shareholders? Sure. Thanks, Giovanni. First, I'd like to report that we have received over 140 questions and comments, either in advance of the meeting or during the live meeting. We also have 94 shareholders currently in attendance and 43 guests. Our first question is from Daniel Raviv. Will the continued demand for COVID vaccines help our company's revenues this year and in the years ahead? Well, thank you for the question. First of all, let me say that we have been collaborating with researchers, the biotech community and the broader life sciences industry on ways that together we can accelerate therapies for COVID-nineteen, but the company currently does not have a COVID vaccine. We do have a global license agreement with Rockefeller University to potentially develop an antibody combination treatment for the therapy and in certain patients potentially for the prevention of COVID-nineteen. We are optimistic about this additional and potentially differentiated treatment option to patients. We have also been very involved in the National Institutes of Health Accelerating COVID-nineteen Therapeutic Interventions and Vaccines Initiative, also known as ACTIV and we have both Eliquis and Orencia in large clinical trials addressing complications due to COVID-nineteen. Thank you. The next question comes from George Dodelijn, do you really need 10 directors on your Board of Directors? Wouldn't it be easier and more efficient in reaching decisions with fewer directors? Well, let me say, 1st of all, the ideal Board size can really vary both from company to company and also from time to time. Our Board It's typically 10 to 12 directors and we do believe that this size has really served us well over time. Companies like ours that are global, they're vertically integrated in highly regulated industries, often benefit from a larger number of directors that have a wide range of skills, experiences and attributes. It's our Committee on Directors and Corporate Governance that regularly assesses the appropriate size and composition of our Board to ensure that company directors have the right mix of skills and experience to advance the strategic goals of the company. Thank you, Giovanni. The next question comes from an anonymous shareholder. It doesn't make sense to me that our CEO is also the Chairman of the Board of Directors. What is the rationale for this as it seems contrary to sound management governance? Thanks for the question. Let me turn the question to Ted Samuels, our Lead Independent Director for an answer. Basis. We believe that different board structures are appropriate for different companies at different times. And during my career as an institutional investor and currently as a member of other public company boards, I personally experienced having a combined Chair and CEO as well as having a separate Chair. And I found that both structures can be successful and are highly dependent on the different considerations for for a company. And indeed, it's worth noting that from 2,005 to 2,007 and then from 2010 until 2017, BMS in fact did have a separate Board Chair and Chief Executive Officer. We recognize that there are a number of shareholders who have different view and we very much respect their positions on this important topic. Our Board believes that having positions combined is currently in shareholders' best interest as our Board's independence is already protected by our strong committee chairs and lead independent directors, but we evaluate this as well as our overall corporate governance on a regular basis. And as your Lead Independent Director, I can assure you that In practice, our Board adheres to a number of good governance practices that support our independence. And from our perspective, independence is a cornerstone of strong and durable corporate governance. As such, I'm actively involved in reviewing and approving meeting agendas as Vicki was before me. Additionally, the independent directors meet regularly in executive sessions without the Board Chair. And finally, I will have ongoing 1 on 1 discussions each independent director as Vicki did before me. We have a robust Board evaluation process and we have a Board culture that The next question comes from Anirudh Shankar. With the successful acquisition of Celgene, a great pipeline, growing earnings, growing dividends and many more great things going for the company, why isn't the market pricing Bristol Myers Squibb much higher? Thanks for the question. We will not speculate on the many drivers of our stock price and why the market is not valuing it higher. Instead, we continue to focus on executing our business strategy to create an even stronger foundation for long term sustainable growth and value creation and we are pleased with the progress we've made so far. Thank you. The next question comes from an anonymous shareholder. Do you anticipate maintaining or increasing the current dividend level? Well, BMS is a financially strong company and we remain committed to dividend growth, obviously, subject to Board approval. The company has increased the dividend for now 12 years in a row. Thank you. The next question comes from Dean Tomlin. Early on the company would split the stock to reduce the price to being somewhere in the $10 per share range. I have always felt this resulted ultimately an increased overall share value. Our consideration of a stock split any consideration of a stock split in the near future? Well, our Board looks at our capital structure regularly. At this time, we do not expect to affect a stock split in the near future, But we thank you for your comment on this. A number of shareholders have asked that we comment on a recent New York Times article regarding BMS' current tax practices. Specifically, how does BMS plan to address the issues raised by the recent New York Thanks for the question. First, let me start by saying that we pay the taxes we owe in the countries where we do business, including the United States. In fact, We have paid approximately $3,000,000,000 in cash taxes to the U. S. Federal government in the last 2 years alone. We do undergo standard tax audits regularly as it is common for all companies our size. Now with respect to the New York Times article specifically, it contained several assertions that are incorrect and the article misrepresents an ongoing process with the IRS. We disagree with their positions and we will continue to work cooperatively with the IRS to reach a resolution. The Board is aware of our tax structure and we provide regular tax updates to the audit committee. Thank you, Giovanni. The next question comes from an anonymous shareholder. When will BMY's Well, we recently reduced our debt by $4,000,000,000 And based on existing plans, we expect organic debt reduction of approximately $10,000,000,000 through the end of 2023, primarily as a result of routine debt maturities. Thank you. The next question also comes from an anonymous shareholder. Everyone speaks about the Celgene acquisition, but no one seems to mention Juno, which was owned by Celgene. What do you see as the future of that company and its products? Well, let me say first, JUULO is a pioneer in CAR T and TCR therapeutics, developing transformational medicines patients that have incurable forms of blood cancers. A great example is the recently approved car therapy rebrianzi or liso cel, which came from Juno. And so we are very excited that Juno is a part of BMS and we expect that Juno will continue to be an important contributor as we advance our CAR T and other transformational medicines that are currently in our pipeline. Thank you, Giovanni. What are your targeted compound annual growth rates or CAGRs for revenue and earnings per share on EPS for the next 5 years. Well, as part of our earnings call last week, we confirmed that we are on track to meet our financial expectations for the 2020, 2025 period, which is lowtomidsingledigitrevenuecagerandlodoubledigitrevenuecager excluding Revlimid and Pomalyst at constant exchange rates. We have not provided earnings per share guidance beyond 2021. Thank you, Giovanni. We've received several questions regarding the company's contingent value rights or CVRs. Most are along the lines of the next question from Graham Burton. Being an ex Celgene stockholder, I was deeply disappointed by the company's failure to meet the agreed endpoints of the CVRs allocated to those of us who had Celgene stock. I would like to understand more of why the targets were not met and what the company did or failed to do to meet those endpoints for all the X Celgene stockholders? Thanks for the question. So first of all, bringing Briansy or liso cel to patients with relapsed or refractory large B cell lymphoma has always been a top priority for BMS. The company is disappointed that the liso cel application was not approved by the FDA in time to meet the CVR milestone. We do believe in the strength of our filing for Brianca and that the FDA would have been able to complete the review within the CVR timeline had it not been for COVID related inspection delays. BMS worked diligently to achieve all of the milestones by the required dates. Thank you, Giovanni. The next question comes from an anonymous shareholder. How is your company addressing gender pay inequities? Well, we strongly believe that providing equal pay for equal work at the same level of sustained performance is one of several enablers of a diverse and inclusive work environment. We've taken significant steps toward ensuring gender pay. We review our pay practices each year and we take steps to eliminate any gender pay inequities we see as necessary and appropriate. We also review pay equity based on race. Thank you. We received a number of questions and several inquiries regarding our political contributions and lobbying practices. One question from Stephen Morgan is some companies have discontinued political contributions to members of the U. S. Senate and House of Representatives who voted against certifying the results of the electoral college vote on January 6, 2021. Has the company taken such a position? Well, we post all contributions in January following events at the capital and have restarted giving in late April. We are not planning to give to 147 members of Congress will post the election results. And another question, do you donate to any dark money packs? No. BMS PAC and corporate giving goes to federal, state and local candidates and political organizations like association and leadership packs. For more information, you can visit our website at bms.com. And from an anonymous shareholder, why not discontinue all political contributions? Well, our company believes that it should be an active, effective and responsible participant in the political process by contributing prudently to federal, state and local candidates and political organizations whose views support policies that encourage innovation and enhance our ability to meet the needs of our patients. When such contributions are permitted by federal, state and local laws. Thank you, Giovanni. The next question comes from an anonymous shareholder. Why do top of the ladder management make a ridiculous salary? I would like to ask Jerry Storch, who is the Chair of our Compensation Committee to answer the question. Jerry? Operator, can you please unmute the line of Jerry Storch? Jerry, are you there? I am here. Can you hear me? Yes, now we can hear you. Thank you, Mary. Okay, super. All right. Thank you for the question. My fellow directors and I believe that there is nothing more important to our ongoing viability and success as a company than the caliber of the people we attract, engage and retain. Many factors contribute to the design and amounts of executives pay. These include the sheer size of a company, its global reach, its complexity, its highly regulated status, its need to be at the cutting edge of science and so forth. We are thoughtful in how we design our pay packages. We believe that an executive's compensation should be tied directly to helping us achieve our mission, support our shareholders and deliver sustainable value to our shareholders. Therefore, a significant part of each executives pay depends on the company's financial product pipeline and shareholder return performance. So 100% of our named executive officers annual bonuses and 100% of their annual equity awards are directly tied to Bristol Myers financial, operational, pipeline and or shareholder return performance. The annual bonuses and equity awards made up approximately 90% of the CEO's 2020 target compensation and 82% on average of the other named executive officers target compensation. In 2020, the company exceeded our financial goals in key areas, including continued growth across our businesses. The management team advanced a number of important R and D programs and achieved multiple high return milestones in the midst of an unprecedented global health crisis. We also continue to build a new company through the integration of Celgene. Our corporate performance achievement for our 2020 annual bonus payments reflected this performance. Thank you, Jerry. And we received another question from an anonymous shareholder on compensation. What is the Board doing to bring executive compensation at par with peer companies in Japan and Europe? I would also like to ask Jerry to answer the question. Okay, great. And I'm still unmuted. We can still hear you, Jerry. Super. Okay. We take a look at global trends and developments as part of our annual review of compensation practices conducted by our independent compensation consultant. We consider the pay program practices, including the types of long term incentive vehicles and metrics used, and we believe we are in line with global practices. When looking at our programs, we focus on our peer companies and in particular our peer companies in the U. S. With whom we primarily compete for talent. As long as we need to attract and retain talent here in the U. S, we will need to offer pay packages on par with our U. S. Peer companies. We will continue to monitor practices globally, including EU and Japan compensation practices to see if there is anything else we should adopt or remaining competitive with our U. S. Peers. Great. Thank you, Jerry. Our next question comes from Justin Danhof of the National Center For Public Policy Research. According to the Human Rights Campaign, Bristol Myers Squibb supports the Equality Act. 1st, Is that true? And second, in light of criticism from scholars and legal experts that the law were to eviscerate female sports and federal religious freedom protection, does the company support the entire Equality Act or just portions of it? If you could elaborate with specifics, that would be great. Thanks for the question. Yes, we can confirm that BMS is a signatory of the Business Coalition for the Equality Act and we stand against discrimination of any kind. We are committed to building a diverse and inclusive culture and supports efforts which are important in order to promote diversity and inclusion along with hundreds of major American companies. Great. Thank you. We received several questions from shareholders, including Laurie Goodman, Thomas De Beaudry and a number of anonymous shareholders regarding voting rights and the company's involvement in politics, mostly asking the company to comment on whether it plans to take a public stance on pressing political issues matters, including recent events at the U. S. Capitol on January 6 and voter laws enacted by state legislatures across the country, most notably in Georgia. Some questions also ask the company what its position and others specifically ask the company not to take a public stance on these issues. Giovanni, can you please comment on this topic? Yes. This is an important topic, Kate. We recognize the growing expectations for companies to take a stance On societal issues, these issues are highly complex and offer polarizing. Our priority is ensure that we continue to be an inclusive company where people with a variety of views are comfortable to work at and invest in. We will not weigh in on every issue or every political or legislative development, But we will broadly support efforts in line with our company mission and our values, which have impact on our employees and where we believe we can meaningfully play a part. While we have no plans to speak out on specific pieces of voting rights legislation, At this time, we support equal voting rights as a core foundation of democracy. The company and the industry have a strong track record of success working with multiple administrations and Congresses across parties. We believe it is important to work with policymakers from both sides of the aisle on policies that may impact our ability to deliver life extending and life enhancing medicines to patients. Thank you, Giovanni. We received Few questions, including one from Karina Campobosa on our environmental sustainability efforts. Please describe what measures Bristol Myers is taking to reduce its carbon footprint, fight climate change, reduce its use of virgin resources and reduce its generation of non biodegradable, non compostable waste such as plastics. Well, our approach to environmental sustainability encompasses our research and development processes, product life cycle, our facilities and our work culture. In our practices, we are committed to environmental stewardship, energy efficiency, waste reduction and a safety focused culture. In December, we announced our new environmental goals, which include 100% renewable electricity by 2,030, 100% electric vehicles in our fleet by 2,040, utilizing science based emissions reduction targets to achieve net neutral greenhouse gas emissions and 0 waste to landfill in our operations by 2,040. Thank you, Giovanni. The next question comes from an anonymous shareholder. Why does the incentive plan have to be so complicated? Until it is easily understood, I will vote against it. Thanks for the question. Let me ask Anne Powell, our Chief Human Resources Officer, is on the line to answer. Anne? Operator, please unmute the line for Anne Powell. I'll start with many factors go into the design of an equity incentive plan, including those required by law and those that are just necessary for good governance. I'll focus on 3 points. The first one being that the 2021 plan authorizes a variety of equity award types as well as cash incentive awards to give BMS the flexibility to meet business needs in the coming years. The second point is that our 2021 plan will replace the 2012 plan in its entirety and has a share reserve of $85,000,000 We are not carrying forward any shares left over from our prior plans and those prior plans are being retired and this should in fact simplify administration and future closure. And then finally, the 2021 plan includes many good governance practices. For example, minimum vesting requirements for awards, no liberal share recycling that is sometimes found in other plans and a cap on director compensation. So in summary, both the Board and the compensation committee view the 2021 plan as an important part of our overall compensation program. And as Jerry spoke to, the plan enables us to continue to attract, retain and motivate the talent we need to deliver on our mission and to promote the creation of long term value by closely aligning the interests of employees with the interests of our shareholders through share based awards. Thank you, Anne. Our next question comes from David Beaulieu. What are the annual fees of the registered public accounting firm and do you request proposals from competing firms annually? How we assure that a competitive bid is submitted and that BMS is not overpaying for this service? Thank you. So the total fees, which can be found in the proxy statement are 28 $900,000 In terms of how we select the auditors, a reappointment process is completed each year by the audit committee. And as part of this process, the Audit Committee considers the performance of the auditor, including demonstrated independence and objectivity. Beginning in 2013, we provided additional disclosure in our proxy statement regarding relating to our independent audit firm engagement and audit firm relationship. This disclosure may be found in the proposal to ratify the appointment of our independent auditor beginning on Page 68 of the proxy statement. Although we have retained the same audit firm for several years, we continue to see a rotation of the lead partner every 5 years, which helps to ensure independence from management. Thank you, Giovanni. We have a comment from Philip Berman, Portfolio Manager and Shareholder. At the special merger meeting 2 years ago, I was confident that not only would the BMY dividend be kept, but based on the numbers would be able to even raise it and that is what happened all to the credit of our Chairman. I would also like to mention that my script matter has not yet still been resolved. Thank you, Mr. Berman. Thanks for your comment on the dividend. And I'd like to confirm that we are waiting for your paperwork and we'll be happy to set up another call with you once we have received it. Thank you. And we also have a comment from Mr. Jim Ricchi. Thank you for ranking in the top 10% of companies on the CPA Zicklin Index Benchmarking Political So Giovanni, our next question comes from a shareholder named Jim. The decisions to try and avoid U. S. Income taxes by offshoring business interests and negotiate a CVR structure that has exposed the company to significant legal liability and moral Hazard suggests the company lacks a culture of broader responsibility. Can you speak to your vision for the culture of bm y? Thank you for your question. We hold ourselves to the highest standards of integrity and we're guided by our mission, our vision and our values in everything we do. We shaped our company on our values of passion, innovation, urgency, accountability, integrity and inclusion. And our culture is one of effective governance, integrity and the highest standards of moral and ethical behavior. We take this very seriously and the Board and I and my leadership team set a tone at the top that embodies our principles of integrity, which provide a common framework for how we interact with our colleagues, We conduct business with our partners and suppliers and serve our patients and the many communities in which we operate around the world. Thank you, Giovanni. The next question comes from James Wells. Why are directors shamelessly overpaid? They should be compensated with shares of stock only, thereby giving them some skin in the game. Thanks for your question. Our approach designing director compensation is very thoughtful. We start by consistently targeting the median of a peer group of our U. S.-based industry peers. We also compare this data against a group of broader general industry peers. To inform our decision making, we use an outside expert to conduct this competitive peer review and make recommendations based on the current market for competitive for director pay. Now given the important role our Board plays, we aim to provide a competitive compensation program to attract and retain high quality directors. Thank you. The next question comes from Patricia. Why isn't your Board 50% or more women? Please do not say there are enough qualified women since we know that is not true. Well, after this morning's election, our Board has 4 women serving as Directors. That is more than the targets set by any larger shareholders of which we are aware. And More importantly, we're very pleased with the progress we've made as a Board to increase our diversity and enhance our skill sets. Thank you, Giovanni. The next question is from Richard Hamilton. What are the long range plans of the company? And what are your targeted CAGRs and revenues and EPS for the next 5 years? Thank you. During the business report, I talked about our strategic roadmap to grow our business, renew our portfolio and build financial strength and flexibility to position us well for the second half of the decade. Long term, what we are focused on is strong execution with multiple new product launches set over roughly the next 2 years, which will allow us to renew our marketed portfolio, advancing our early stage pipeline of promising assets and leveraging our financial flexibility to invest in both internal and external innovation through strategic business development. Thank you. The next question comes from Daniel Bender. Is there an easy way for shareholders to determine whether Bristol has invested in other start up drug companies? Is this subject to any disclosure? Well, BMS discloses its financial significant financial investments and partnerships in SEC filings and through press releases. And this can be found at our company website, which is bms.com. We don't announce every investment that we make, however, So there could be startup companies we've invested in that are not publicly disclosed if the other company didn't announce it either. Thank you, Giovanni. The next question comes from Frank Paul. What position and or action Has the company taken regarding the unregulated influx of large numbers of unvetted foreigners into this country? Has management considered possible adverse consequences to the company and or to individual shareholders? Thanks for the question. As a company, we are committed to promoting a global workforce that is powerfully diverse and inclusive, where every employee has a voice and our unique perspectives are valued, making us a stronger company. We also believe in the foundational nature of the rule of law and the importance of fairness in labor and human capital markets. We compete for talent globally and immigration and labor issues, of course, vary from country to country. As I discussed earlier, we carefully balance how we decide to engage and or become involved in larger public policy or political issues. Each issue is different and there are some on which our expertise and needs are more relevant than others. Thank you, Giovanni. I think we have time for 2 more questions. Bristol Financial Committee has raised a fee of 8 dollars on the Fidelity 401. I feel this is unwarranted since people like myself have not seen an increase in our monthly pension. This unwise decision should be reversed. This question comes from Jerry Cronin. Thanks for the question. Effective in 2021, A participant administrative fee was implemented for the company's U. S. And Puerto Rico defined contribution plans, the 401 savings plans in order to provide fee transparency and equal equitable distribution of the 401 savings plan of record keeping fees among all participants. The fee is $32 per year for all participants on the plans. Thank you, Giovanni. And our last question for today is do you feel that your independent directors have adequate stock ownership? There are 2 directors in particular that do not seem to have stock ownership. This is an anonymous this is from an anonymous shareholder. Yes, Kate. We believe we do. We have a ownership requirement for all independent directors to own 5 times their annual cash retainer within 5 years of joining the Board and they must maintain this ownership level throughout their service as a director. All of our directors have met or exceeded this requirement except for our newest directors who joined the Board less than a year ago. Thank you all for joining us today for our 2021 Annual Meeting. We appreciate your participation and value hearing directly from you, our shareholders.