AGM 2020

May 5, 2020

Good day, and welcome to Bristol Myers Squibb's 2020 Annual Meeting of Shareholders. Today's virtual meeting conference is being recorded. We do not expect any technological difficulties. 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 would 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 Cafforio, Chair and CEO of your company. And together with my fellow directors, I want to welcome you to our 2020 Annual Meeting of Shareholders. This meeting is now officially called to order. You should all see on the virtual meeting portal the agenda for the meeting. These are the order of items we will be covering today. These are unprecedented times. I hope everyone is feeling healthy and managing through this sustained period of uncertainty as best you can. At Bristol Myers Squibb, our priorities during this time are the health and safety of our workforce, while ensuring the ongoing supply of our medicines to our patients. We believe the events of these past few months reinforce the importance of our mission and the need for us to pursue it relentlessly, urgently and passionately. And we think our track record, including the significant steps we took in 2019, show we are just doing that. We are conducting this meeting virtually to protect everyone's health. We have always valued the opportunity of the annual meetings to speak with you about our accomplishments as well as to answer your questions. So you will see we have made arrangements for you to submit questions both in advance of today and at today's meeting itself in an effort to preserve these valuable interactions while accommodating current health and safety imperatives. With us today are all the members of our Board of Directors who are up for reelection at this meeting: Doctor. Vicky Sato, Peter Arduini, Robert Bertolini, Michael Bonney, Matthew Emmons, Doctor. Julia Haller, Dinesh Fariwal, Theodore Samuels, Gerald Storch, Doctor. Karen Bausden and Phyllis Yale. I would also like to acknowledge that Mike Grobstein and Alan Lacey will be retiring at the end of this meeting. We would like to thank Mike and Alan 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. We also have with us a number of our leadership team members as well as Paul Kreger, 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 80% 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 meeting, 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 your company. Thank you, Giovanni. 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. Thank you, Kate. Before I discuss our 2019 achievements, I would like to provide an overview of our efforts to help in the fight against the COVID-nineteen pandemic and how we are supporting our people and patients. I am proud of the strength of our company and the resiliency of our people. Our Board of Directors, leadership team and workforce are working together to effectively address the challenges created by COVID-nineteen. We are focused on how we can help in the global fight against the virus and effectively continue the supply of our medicines to patients, while placing the highest priority on the health and safety of our workforce. I am very proud of our teams around the world. Our essential employees continue to work at our sites at great personal sacrifice to ensure continued delivery of our medicines. We are supporting them through enhanced clinical cleaning protocols, supplying personal protective equipment and social distancing measures. Thanks to them and through careful planning and management, we have not seen any disruption in our clinical or commercial supply chain. We have placed our clinical trials on hold where needed to ensure the safety of patients, providers and our employees and to avoid stressing the overall healthcare system. Although the impact on clinical trial timeline is still being evaluated, those that are fully recruited are at lower risk of delays. As a company, we have a significant role to play in the fight against the COVID-nineteen pandemic through our research organization, philanthropy and people. On the R and D front, we have identified approximately 1,000 compounds in our discovery library that we're making available to external researchers to evaluate for the potential to treat COVID-nineteen. We are evaluating certain medicines in our portfolio that could be included in near term clinical trials with a focus on agents that may have an impact on the inflammatory immune response associated with COVID-nineteen. Finally, we are participating in cross industry groups designed to foster collaboration. This includes the Gates Foundation COVID-nineteen Therapeutic Accelerator, the National Institutes of Health and others. The COVID-nineteen pandemic has created unprecedented financial challenges for patients and families. As more patients face difficult decisions in their daily lives, it is important they do not have any interruption in treatment. We have expanded our existing patient support programs to help eligible unemployed patients in the U. S. Who have lost their health insurance due to the pandemic by offering access to any branded Bristol Myers Squibb medicine for free. We have also made targeted donations of personal protective equipment and other equipment to help those in need in our communities in the United States as well as donated funds, equipment and expertise to help local communities globally. The Bristol Myers Squibb Foundation has provided financial support to human service organizations and patient support groups in the U. S. And over 20 countries around the world. Most of our people are working from home, and we are providing them with increased flexibility to ensure they have time to care for their families. We support the emotional needs of all of our employees through a dedicated employee assistance program. Our employees who are licensed health care providers and wish to volunteer in local hospitals are supported with full benefits and pay. As we begin to see the curve of the pandemic flatten in many places around the world and communities begin to open, we are carefully planning how we will move forward. As a responsible global citizen, our principles will remain the same: to protect the health and safety of our workforce, while continuing to supply our medicines to patients around the world. Now let me turn to our achievements in 2019. 2019 was transformative for Bristol Myers Squibb. Through our acquisition of Celgene, we have created a global biopharma leader that is better positioned than ever before to address the needs of patients in oncology, hematology, immunology and cardiovascular disease. We have one of the most diverse and promising pipelines in the industry and highly talented people. To close the transaction, we successfully completed the divestiture of OTEZLA in record time. And throughout 2019, our dedicated teams planned for the integration with Celgene, so that upon closing, we were able to quickly bring the companies together, achieve key integration milestones and advance our business objectives. Our people at every level, including our Board of Directors are playing a role in this integration. We're holding ourselves accountable through the addition of key integration metrics to our compensation plans to ensure our success, and we remain on track to deliver $2,500,000,000 in synergies. At the same time that we were planning our integration, we also delivered exceptional financial results in 2019. Our business performance was strong across our portfolio. We delivered $26,100,000,000 in revenue, a 10% growth over the previous year on a pro form a basis. We achieved 2019 GAAP earnings per share of $2.01 and non GAAP earnings per share of $4.69 which represents growth of 18% versus the previous year. We implemented a 10% dividend increase, marking an increase in dividends for the 11th year in a row. We delivered strong performance across our key brands. Eliquis grew 23% and remains the number one NOAC globally. We continue strengthening its profile through multiple robust real world studies, and we believe it has significant potential for future growth. In our immunoscience portfolio, Orencia achieved 10% year over year growth. Our multiple myeloma franchise had strong performance with REVLIMID increasing 10% year over year on a pro form a basis. We expect growth to continue across both REVLIMID and POMALYST due to increased adoption of triplet regimens and longer duration of treatment. We made progress on the REVLIMID intellectual property estate, including 2 favorable ITR decisions. We also reached a settlement with Alvogen, which was aligned with our expectations. Our immuno oncology franchise demonstrated strong commercial performance in highly competitive markets. Opdivo grew 7% on a full year basis and Yervoy grew 12%. In 2019, we achieved important advances in our pipeline. We had 2 important new drug approvals in the U. S, in Rebek and Reblozone. We successfully filed and in 2020 received FDA approval for ZYPOZIA for the treatment of relapsing forms of multiple sclerosis. We announced 2 positive studies for the Opdivo plus Yervoy combination in first line lung cancer, and we received priority review in the U. S. We are looking forward to our first PDUFA date next week, with the second scheduled for August. Our cell therapies show great promise, and we are continuing to advance our regulatory filings for liso cel and IDACEL as well as CC-four eighty six. Our company is in a strong position given our strong business performance and the progress made with our pipeline in 20 19. Now turning to environmental, social and governance factors. Our Board of Directors and management team believe that operating the company in a reliable, efficient, transparent and ethical manner enhances our ability to foster sustainable growth and create long term value. We have set and exceeded ambitious targets for environmental performance as detailed in our annual report. We will continue to build on these achievements and continue to reduce the environmental impact of our global enterprise. Our environmental programs were recognized with an ENERGY STAR Partner of the Year for the 6th year in a row and a higher level sustained excellence award for the 3rd year for efforts to improve the energy efficiency of facilities worldwide. Turning now to our philanthropic efforts. Through the Bristol Myers Squibb Foundation and our patient support program, we continued to build and execute programs to help ensure that all patients have access to health care, including our medicines. The Bristol Myers Squibb Foundation promotes health equity and better health outcomes for people around the world through community based programs to address disparities in the access to care. Global Hope, the pediatric oncology and hematology program launched with Texas Children's Hospital is dramatically changing survivorship for children in Southern and East Africa to training healthcare professionals and treating children. Through donation to the BMS Patient Assistance Foundation and other charitable organizations, we provided more than $2,000,000,000 in free medicine to patients in need in 2019. We are focused on our employees' well-being because we recognize that our success as a company would not be possible without our industry leading workforce. We embrace passion, innovation, urgency, accountability, inclusion and integrity to bring out the highest potential in each of our colleagues. We believe that the diverse experiences and perspectives of our colleagues drive innovation and help achieve transformative business results. In order to attract and retain the best people, we offer exciting work opportunities, ongoing education and training and competitive compensation and benefit programs. We have put in place rigorous standards of business conduct and the BMS principles of integrity that guide our business and inform our decision making. Looking ahead, as we are navigating through unprecedented times, we will remain true to our commitment to transform patients' lives through science. Our new company is well positioned for the future. Whether we have teams working remotely or in our sites, tomorrow's medicines will come from our internal innovations as well as the rich ecosystem of scientific innovation that exists outside our company. And we have the financial flexibility to continue to invest in both. It is my honor to lead such a great company and work with brilliant, passionate and dedicated colleagues. On behalf of the Board of Directors, thank you for your continued investment in this company and in the health of our patients around the world. Now turning back to the formal business of the meeting. Kate, please proceed with the next agenda item. Thanks, Giovanni. You should all see on the virtual meeting portal, the meeting procedure. We ask that you please read and follow the procedures. On March 24, 2020, the 2020 Notice of Annual Meeting and Proxy Statement, the proxy card and the 2019 Annual Report were provided to the company's shareholders of record as of March 16, 2020. These are available for inspection on the spread 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 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 the minutes of both the 2019 Annual Meeting of Shareholders held on May 29, 2019, and the Special Meeting of Shareholders held April 12, 2019. 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 5 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. Thank you, Kate. 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 5, 2020 at 10:22 am. To ensure that there is sufficient time to address general questions, we ask that any questions or comments 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 4 through 10. All 12 directors will be elected for 1 year terms expiring at the 2021 Annual Meeting. Are there any questions or comments on this item? Giovanni, I see one question that has come in. Which directors, if any, have served on the Board for 10 years or more? Thank you, Kate. The answer is one of our directors, Doctor. Viki Seda, is the only director that has served on the Board for more than 10 years. Thank you for the question. Thank you, Giovanni. We will now move to the next item, the advisory vote to approve the compensation of our named executive officer. As you can read in our proxy statement, 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 comments or questions on this item? There are no comments or questions on this item. We will now move to the ratification of the appointment of independent auditors. The Board of Directors on recommendation of the Audit Committee has appointed Deloitte and Touche LLP as the independent registered public accounting firm for the company for the year 2020 and is seeking ratification by the shareholders. The Board of Directors' position appears on Page 84 of the proxy statement. Are there any questions or comments on this item? Proposal. Giovanni? Thank you, Kate. We will now move to the 2 shareholder proposals to be presented. We are pleased to have Mr. Thomas Mckenney here as the representative of the Sisters of St. Francis of Philadelphia and the other co filers. Mr. McCainy, at this time, we turn the floor to you to please move your proposal. Operator, please open the line for Mr. McCain. Operator, can you please confirm? The line is open. Good morning. Mr. Chairman, members of the Board and fellow shareholders, my name is Tom McCaney, and I'm on to present proxy item 4 on behalf of the Sisters of St. Francis of Philadelphia and 7 co filers, all members of the Interfaith Center on Corporate Responsibility. The 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, Bristol Myers Squibb justifies combining the roles of Chair and CEO by counting the designation of a Lead Independent Director. While potentially adding valuable assistance to the Chair, NLID is still in a subservient position to the chair and is not a replacement for an independent leader. 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 interest. The proponents believe a lead independent director is no replacement for a fully independent share of the Board. In fact, with a Board that utilizes an independent share, the role of Lead Independent Director is redundant and only forces an unnecessary level of bureaucracy on the Board. A structure where the CEO runs the business and is accountable to a Board led by an independent share 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 the independence of the Board. We have described in our proxy statement the many practices we have already put in place to protect this independence. The Board of Directors position appears on Page 88 in the proxy statement. Kate, are there any questions or other comments on this item? There are no questions or comments on this item. Thank you. I'm now pleased to welcome Mr. James MacRitchie, the proponent for this proposal. Mr. McRitchie, at this time, we turn the floor to you to please move your proposal. Operator, please open the line for Mr. McRitchie. Okay. Hopefully, it's open. My name is Jim McRitchie. I'm presenting proposal number 5, the right to act by written consent. Many boards and investors assume a false equivalency between 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, in the case of Bristol Myers Squibb, that's 25% of outstanding shares, 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 process of soliciting written consent. Similar proposals have won more than 50% of the vote recently at Stanley Black and Decker, Berry Global Group, Flowserve, JetBlue, United Rentals, Capital One, Cigna, Applied Materials and Nuance. I urge shareholders to vote for written consent, vote for proposal number 5. Thank you very much. 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 in both 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 91 in our proxy statement. Kate, are there any questions or other comments on this item? Giovanni, at this time, there are no questions or other comments on this item. Thank you. 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 moment 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 5, 2020, and the time is now 10:32 a. M. While we wait for the vote to come in, I would like to take this time to highlight our people and business resource groups, which are an integral part of our global diversity and inclusion strategy. Global diversity and inclusion is essential to the values and strategy of Bristol Myers Squibb. We strive to create a company culture that brings out the best in everyone and advances our mission to discover, develop and deliver innovative medicines to help patients prevail over serious diseases. Our 8 people and business resource groups of PBRGs are managed by experienced high potential full time leaders, have a senior leadership team member who acts as senior advisor and together comprise more than 11,000 global members. Each of the PBRGs is tasked to bring their diverse perspectives to help drive business performance, and together, they are making a meaningful difference in our business and how we serve our patients and external stakeholders. Some of the important achievements in 2019 include among others, Climb produced and customized information card with targeted resources to help young cancer patients navigate their cancer journeys and answer questions specific to their unique needs. The VCN co led with our Human Resource Group the development of our new military lead policy offering full pay for 24 months for full and part time U. S. And Puerto Rico employees engaged in uniform services that went into effect at the beginning of this year. Bold, Binau and Hola are focused on expanding the STEM opportunities in underserved populations in our communities. 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 81%. An advisory vote on the compensation of our named executive officers was approved with over 92% shares voting for. The ratification of the independent auditors was approved with over 96 percent of the 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 0.6% abstained. For the shareholder proposal requesting shareholder right to act by written consent, approximately 43% of the votes were cast in favor, 56% were cast against and 0.7% 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 tally. 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, who will also be participating in the question and answers session. With us today are Nadeem Ahmed, Chris Berner, David Elkins, Samit 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 a few that we received in advance of today's meeting. We will then take shareholder questions that are being answered today on the web portal. Please note, we will attempt to answer as many questions as we can, but only questions that are related to the meeting will be addressed. Any questions 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? Giovanni, yes, our first question is what does the next 5 years look like for the company from a performance perspective? Thank you, Kate. First, let me say that our company is very well positioned for the future. We have leading medicines in their categories today across oncology, hematology and cardiovascular disease. Our pipeline is strong with 8 new product launches set over roughly the next 2 years, which will allow us to accelerate the renewal of our marketed portfolio. We will also continue to advance our strong early stage pipeline with a number of promising assets. As mentioned in my remarks, we have financial flexibility to continue to invest in our internal pipeline and external innovation. Looking ahead at our patent estate, loss of exclusivities remain a norm in our industry. And in our case, in the next 5 years, we will see the entry of Revlimid Generics in the marketplace. There are also a number of general market and industry considerations. First of all, we are in a period in which innovation and science are progressing at record speed. And for a company like ours that is focused on areas of high unmet medical need, that brings tremendous opportunities. At the same time, as you know, today, we are managing the uncertainty of a global pandemic that has disrupted markets around the world, and we will need to continue to assess the impact on markets in general from this pandemic. We are also watching carefully health care reform and other government related or policy matters that will impact our industry. In general, I would say that we continue to have a very strong and strategic business planning process and strategic planning review process with our management team and our Board, and I'm confident that over the next few years, we will continue to execute on our strategy and evolve it as needed given external developments in the company. Thank you. Thanks, Giovanni. We've received a number of questions about the Board. Can you please talk about the recent changes in Board size, composition and why we pay our directors so much? Thank you, Kate. So let me answer that question. First of all, our Board size on average has been 10 to 12 directors. A few months ago, for a short transitional phase, we increased the size of the Board to 14 as we added 3 new directors at the end of 2019, including 2 directors that joined us from the Board of Celgene. Following today's meeting, we will be back within our typical range, and we will be at 12, which is only slightly above the average of the S and P 500 companies. I think there are a number of factors that drive the ideal size of a board. A company like ours is global, vertically integrated. We operate in a variety of complex sectors. And as a result of that, particularly in a highly regulated industry, we require a unique set of expertise and a diverse set of expertise from our Board. We have a robust process in place, which is led by the Committee on Directors and Corporate Governance that regularly assesses the appropriate size and composition of the Board. And as you know, we always look at the renewal of the Board process and bringing new important skills and experiences to the Board. The role of the Board is very important, as I mentioned earlier, in evaluating the strategic direction of the company as well as our execution on the strategy. With respect to the compensation, our average director compensation targets the median of a peer group of U. S.-based industry peers, and we also compare it against a broader set of industry peers. We do use an outside consultant, F. W. Cook, which was used in 2019 to conduct a competitive review, and our strategy continues to be aligned with the target I described before. It is critical that given the important role our Board plays, we provide a competitive compensation program to attract the best talent and high quality directors to our Board. As I said earlier, we continue to assess both the composition of our Board as well as our practice with respect to director compensation all the time. Thank you, Giovanni. We've received several questions on the company's response to the COVID-nineteen pandemic, including related to our research and development efforts, our supply chain, how we are protecting our employees and supporting the communities we work in, and any contemplated changes to our compensation programs? Thank you, Kate, and thanks for the question. So as I mentioned in my opening remarks during the business update, we are working on addressing the COVID-nineteen pandemic in many ways. Looking at our R and D efforts, we have identified approximately 1,000 compounds in our discovery library. We've made that available to external researchers to screen them to understand whether they are potential treatments for COVID-nineteen. And we're also evaluating a number of medicines in our portfolio, which could be used, 1st of all, assessed in clinical trials with a focus on those agents that may impact inflammatory immune response that is associated with the disease. I detailed a number of the efforts of Bristol Myers Squibb and the Bristol Myers Squibb Foundation to support relief efforts and provide equipments and funding to organizations around the world. And finally, one of the most important areas of focus for us has been to ensure that during this critical time in which many patients are impacted because of loss of jobs or economic challenges, none of the patients that need one of our medicines has to interrupt treatment. As a result of that, we decided to expand our current patient support program in the United States and for patients that lose their job and health care insurance as a result of the COVID-nineteen crisis, we are providing Bristol Myers Squibb medicines for free. Of course, there are a number of other activities the company is involved with with respect to the COVID-nineteen crisis. I've detailed many of them in my remarks, and we are continuing to work very actively to make sure we play our part. We also are supporting our employees in many ways. Most of us are working from home, and that is critical as we play a role in reducing the spread of the virus in society, but it is also important to increase the safety of our essential workers that are continuing to work in our manufacturing plants in order to support the steady supply of Bristol Myers Squibb medicines to patients around the world. For our employees in the U. S, we are acting consistently with the CARES Act. And as a result of that, our U. S. Medical plans are offering COVID-nineteen testing and preventative treatment at no cost to participants. Participants are able to use funds from health savings accounts and health care flexible spending accounts for over the counter medical products. And we are partnering with our savings plan administrators to expand access to withdrawals from retirement savings plans for participants that have been impacted by COVID-nineteen and need to do that. As I said, there are many more things the company is doing, and these are just some important examples. Regarding your questions on compensation programs in light of COVID-nineteen, I think it's too early at this point to determine the financial impact that COVID-nineteen has on our company and how it may in the future impact executive and incentive compensation. As you know, this Thursday, we will report our 1st quarter earnings results and the Committee on Directors and Corporate Governance as well as the Compensation and Management Development Committee will continue to assess that impact throughout the rest of the year. Kate? Thank you, Giovanni. Our next question is, does the company have plans to exercise price restraints and or not raise prices during the duration of the pandemic? Thank you, Kate. I think this is also a very important question. First of all, let me say, we continue to take very responsible approach to pricing of our medicines. And one of our most important priorities is to ensure that patients have access to our medicines. When looking at our pricing over the last few years, the increase in net prices for our portfolio has consistently been at or below inflation, and we've worked actively with payers in the U. S. And around the world to ensure that our medicines are reimbursed and accessible to patients. We have very broad patient support programs in place. And as I mentioned just a couple of minutes ago, we have decided to expand that program significantly in the U. S. So that any patient that loses their job and healthcare insurance as a result of COVID-nineteen can have access to our medicines for free. Thanks Giovanni. The next question relates to our CVR. What are you doing to ensure that the CVR is achieved and will a deadline requirement be extended to the COVID-nineteen pandemic? We also received a second question on the CVR asking about the status of those assets. Thank you, Kate. Let me say we are fully committed to advancing the 3 assets including included in the CVRs. They are important medicines that are critical for patients. They're important for our company and for investors. We're very pleased with the progress we've made with every one of the three assets. Ozanimod, also known as ZYPOZIA, has been approved already by the in the U. S. By the FDA on March 25. It also received a positive opinion in Europe recently. Liso cel, also known as JCAR-seventeen, we have submitted at the end of last year to the FDA. We have received a priority review designation by the FDA. The PDUFA date is August 17 of this year, and we look forward to hearing from the FDA. And as you know, IDACIL or bb2121, the BLA submission has been made recently to the FDA and we are awaiting a PDUFA date from the FDA. So we've made great progress with every one of those 3 very important assets included in the CVR. Thanks, Giovanni. Our next question relates to executive compensation. Executives should be compensated as a percentage of the compensation of the overall average worker. Will executive compensation be put in the hands of an objective outside committee to bring it in line with average worker compensation? Thank you. I would like to ask Jerry Storch, who's the Head of the Compensation and Management Development Committee to address the question. Gerry? Sure. Thanks, Giovanni. Our Compensation and Management Development Committee is indeed entirely composed of independent directors, 100%. We approve and report to the Board on major compensation and benefit matters. We review and evaluate the performance of senior management and the compensation of executive officers and senior management. Additionally, we engage an independent compensation consultant, Compensation Advisory Partners, and they conduct an annual review of the compensation of our executive officers, including benchmarking compensation information from comparable companies in our peer group. Importantly, for our shareholders, our compensation philosophy heavily emphasizes pay for performance in the competitive environment. And in summary, when we as a committee and a Board assess our compensation philosophy and pay plans, we take into account a wide variety of factors consistent with the company's values and shareholder value creation, including how we attract, retain and reward all our people. Thank you. Our next question relates to artificial intelligence. Is BMS investing or developing AI databases to help in investment and decision making? And I'm not talking about machine only algorithms as a replacement for human thinking. I am talking about humans and databases or big data. Thank you. I'm glad for the question. This is a really important field for us. Our researchers have already began using artificial intelligence to process and analyze maximum amounts of data significantly faster and with more accuracy than ever before. Our teams use these technologies, particularly in research and development to evaluate a wide breadth of data in order to help understand the mechanism of action and to predict a treatment response to potential new medicines. The insights that we gain through artificial intelligence can potentially help our researchers better understand new therapeutic targets. And ultimately the objective is to more rapidly identify viable drug candidates to accelerate the rate at which we can deliver transformative medicines to patients. We have a number of internal efforts, but we have also explored a number of external collaborations in this space. We recently began research collaborations with a number of life sciences companies that are using AI technology to help detect and treat diseases such as, for example, cancer. And through these collaborations, we have access to comprehensive clinical trial databases and analytic tools that really have the potential to inform research and our development decisions, guide our strategies and potentially even advance companion diagnostic tools to improve the selection, the care and the management of patients. So this is a really important area of priority for us. Thank you, Giovanni. Our next question comes from the United Brotherhood of Carpenters. I'm just going to read it. Good morning, Mr. Chairman. My name is Gerald Matthews of the United Brotherhood of Carpenters, the Carpenter Union Pension Fund with combined assets of $70,000,000,000 have a collective ownership position of 874,540 shares of the company common stock. As long term shareholders, we appreciate the efforts of the company to address the difficulties faced by employees, customers and other important stakeholders during the COVID-nineteen pandemic. The recent growth in the size of passive mutual funds corporate ownership interest in U. S. Corporations has been dramatic, raising important public policy and corporate governance issues. Currently, BlackRock owns 7.6% and Vanguard owns 8.6% of the company's outstanding shares. Does the Board see this growing ownership concentration of passive index fund holders as a positive or negative development as regards long term corporate planning and performance? And also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets? Thank you, Mr. Chairman. Thanks for your question, Mr. Matthews. First, let me say, we take the opinions of all of our shareholders very seriously regardless of their investment strategy. And it is important for us to have a broad set of shareholders with diversified strategies. Now with respect to your questions on our 5% holders, some of our retirement plans use BlackRock and their affiliates to provide investment management and transition management In this case, Vanguard specifically acts as an investment manager for certain investment options under our Savings and Thrift plan. Participants in the plans pay Vanguard some investment management fees if they invest in those. Neither the plants nor the company pays any fees directly to Vanguard. The details on the fees we pay to these entities is found on Page 17 of our proxy statement. And the Committee of Directors and Corporate Governance ratifies the relationships on the basis that these entities ownership of our stock plays no role in the business relationship between us and them and that the engagement of each entity was on terms no more favorable to them than terms that would be available to any unaffiliated third party under the same or similar circumstances. Thank you, Giovanni. Our next question comes from Philip Berman, far, what is the likelihood of a dividend increase sometime in 2020? Thank you. So thanks for your question. First of all, let me say the integration of Bristol Myers Squibb and Celgene is growing very well. It is proceeding in line with our plans and expectations. We have made a lot of progress in 2019 planning for integration, and we've been able to move very quickly after we closed the transaction in November. I should say that our teams are working extremely well together and our current ability to continue to work together remotely, in fact, has accelerated many parts of our integration. We remain committed to the $2,500,000,000 in synergies that we announced at the moment the transaction was announced. And also, I must say, the strong continued performance of our business is really a testament of the ability of our teams to continue of the for many years now a very critical important part of our capital allocation strategy as a company. We have consistently increased the dividend for over 10 years now. At the end of last year, we announced a 10% increase in our dividend. That was the 11th consecutive increase and a meaningful increase of 10%. And obviously, our Board will continue in the future to assess our policy with respect to the dividend as we go forward. But we did have an increase of 10% at the end of last year. Thanks, Giovanni. Our next question relates to Deloitte and Touche. How long has Deloitte and Touche served as our auditor? Thank you. The answer is 14 years. Thank you, Giovanni. Our next question is what percent of employees are not working this week and what percent of employees can work mostly from home? Thank you, Kate. We have a very comprehensive plan to protect the health and safety of our employees, while we continue to deliver medicines to patients globally. The number first of all, let me say all of our employees are continuing to work. Most of us are working from home, and a number of employees are working from our manufacturing facilities because they need to be in the plant in order to perform their duties. So we are all working, and I would say a small percentage of our employees within our manufacturing plants. I believe that's approximately 10% to 15% of our workforce. Great. Thank you, Giovanni. The next question we received is, has the Board transitioned to meeting yesterday. We will have a continuation of the Board meeting this afternoon. We have had a number of Board meetings in order to discuss the implications of the COVID pandemic and the company's response. So we are operating effectively remotely. Thank you, Giovanni. I'm going to read a question from Mr. Tom McCaney. And I know some of these we may have already answered, but let me read it in full. Good morning, Doctor. Caffario, members of the Board and fellow shareholders. My name is Tom Makane, and I represent the Sisters of St. Francis of Philadelphia, longtime owners of Bristol Myers Squibb stock. Successfully fighting this pandemic will require sacrifice, coordination and great courage on the part of governments, corporations and every individual, but all of us rely on the leadership of those with the greatest capacity to effect change such as Bristol Myers Squibb. We applaud our company's expansion of its patient support program to ease the financial burden to eligible unemployed patients, allowing them to afford needed medicines. We are also encouraged to see the steps you've taken to streamline the process to access this help. There may be temptation, however, to recoup some of the losses suffered as a result of COVID-nineteen by raising prices either now or as the pandemic recedes. Price increases would devastate many of those you are currently assisting, Mr. Chairman. What commitments have you made to exercise price restraint on your portfolio of medicines through the next year? Thank you. So the your points are extremely important, and we are very proud of having reacted so quickly in order to expand our patient support program to many more patients in the United States because of the challenges associated with the COVID pandemic. We have had a very responsible approach to pricing as a company consistently, and we'll continue to be responsible in the way we price our medicines and think about pricing in general. We also will continue to advocate for measures that increase the affordability of medicines for patients. And clearly, we'll continue to lead in terms of the breadth and depth and the scope overall of our patient support programs. We understand this is an important time during which we need to continue to support patients in order to make sure they stay on therapy. Thank you. And we just have a few more questions left, Giovanni. Our next question is how many shareholders have access to meeting through the meeting website? Kate, do you have that number? I do. Actually, it's just gone up a little bit. We are just at about 101. 101 shareholders are currently accessing the website. Thank you. And then 2 more questions that we have. The first is, are there any updates regarding the status of the REVLIMID IP litigation with Doctor. Reddy? Thank you, Kate. So as you know, we have seen important developments with respect to our intellectual property for Revlimid during the course of last year. The IPR challenges to our intellectual property were not upheld, and we were able to achieve a settlement with a company called Alvogen, specifically with respect to Doctor. Reddy. No trial has been set no trial date has been set yet. Great. Thank you, Giovanni. And our last question is to what extent does the company use China as the main manufacturer of our pharmaceuticals and what are you proposing to bring back manufacturing to the United States? Thank you, Kate. Our manufacturing operations are located in the United States, Puerto Rico, Ireland and Switzerland. We do have a manufacturing plant in China, which is fully dedicated to local supply of our medicines to China. So we are we're comfortable that our supply chain is very solid. As I said, we've been able to maintain the integrity of our supply chain. And with respect to our presence in China, it is really limited at this point to the manufacturing of products for the local market in China. Thank you, Giovanni. We have no more questions at this time. Thank you all for joining us today for our 2020 Annual Meeting. We truly appreciate your participation and we value hearing directly from all of you, our shareholders. We look forward to your continued support and I hope that you and your families continue to stay safe and healthy during these challenging times. Thank you, and have a good day, everyone.