Good day, and welcome to Bristol-Myers Squibb's 2025 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. Additionally, if you experience any technical issues viewing the videos during the meeting, this may be related to your internet browser, such as Chrome. Please click the play button on the audio section of the media player or refresh your browser. If the problem persists, please call the 1-800 number that is provided on the meeting platform for technical support. At this time, I'd like to turn the meeting over to Dr. Christopher Boerner, Chief Executive Officer and Board Chair. Please go ahead, sir.
Good morning. I'm Chris Boerner, Board Chair, and together with my fellow directors, I want to welcome you to our 2025 Annual Meeting of Shareholders. We value the opportunity to speak with you at our annual meeting, to share our accomplishments with you, and 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. Before we officially call the meeting to order, I'd like to extend my warmest regards to our shareholders who have long supported our vision to transform patients' lives through science. I'd also like to update you on the recent general counsel leadership transition we announced earlier today. After 33 years at Bristol-Myers Squibb, including the last 18 as General Counsel, Sandy Leong has decided to retire effective today.
Among a long list of accomplishments, Sandy has helped shape and guide the evolution of our law department, our compliance and ethics, corporate security, and corporate philanthropy teams. She is highly regarded for her contributions and performance as a trusted and respected leader. The board and management team are extremely grateful to her for her contributions. We wish her the very best. In connection with Sandy's retirement, Carrie Gollman, Executive Vice President, Corporate Affairs, has been named as the incoming Executive Vice President, General Counsel, and Chief Policy Officer effective today. Since joining BMS in 2015, Carrie has been instrumental in advancing the company's reputation and championing a culture of integrity. She brings deep industry knowledge to the role with two decades of experience in pharmaceutical law and compliance.
Throughout her tenure at BMS, she has served in roles of increasing responsibility, including in commercial law and as the company's Chief Compliance and Ethics Officer, and most recently as Executive Vice President, Corporate Affairs, where she has helped position BMS to thrive in an ever-evolving global landscape. The board and I are confident that Carrie is the right person to guide the BMS law department through this next chapter in the company's history, and we're thrilled to welcome her into this new role. This 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 me today are all the members of our board of directors who are also up for reelection at this meeting: Ted Samuels, Peter Arduini, Dr. Deepak Bhatt, Dr. Julia Haller, Dr.
Manuel Hidalgo Medina, Mike McMullen, Paula Price, Derica Rice , Dr. Karen Vooss , and Phyllis Yale. We also have with us a number of our leadership team members, as well as Jeff Ellis, our lead audit partner at Deloitte & Touche LLP, our independent registered public accounting firm. I am pleased to report that a quorum is present, with over 87% 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, Amy Falone, who will make one of our required legal statements before I provide a brief update on our company.
Thank you, Chris, 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 factor section of our most recent Form 10-K for a discussion of risks and other important factors that could cause the company's actual results to differ materially from the 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. Chris, I turn the meeting back to you.
Thank you, Amy. We now turn to the company update, which has been pre-recorded.
Hello, and welcome to Bristol-Myers Squibb's 2025 Annual Meeting of Shareholders. I'd like to start by acknowledging our Board of Directors for their ongoing collaboration and oversight. My appreciation extends to all of you, our shareholders, for your continued investment in Bristol-Myers Squibb. I would also like to recognize our global workforce who live our mission to discover, develop, and deliver innovative medicines that help patients prevail over serious diseases each day. Collectively, we're defining what's possible for the future of medicine and the patients we serve. 2024 was a productive year for BMS, where we made key progress against our strategy of delivering transformational medicines, driving operational excellence, and strategically allocating capital. Today, I will share with you updates on how we executed against each of these strategic pillars. As you have heard me say, we're on a multi-year journey.
Through a relentless commitment to execution last year, we strengthened our financial foundation. This moves us closer to our goal of achieving sustained top-tier growth and long-term shareholder returns by the end of the decade. We made important strides in 2024. Total revenues were $48.3 billion, a 7% increase from the prior year. Our growth portfolio delivered double-digit growth with revenues of $22.6 billion, a 17% year-over-year increase. Our growth portfolio made up close to half of our total revenues, a strong indicator of how these products are propelling our ability to navigate the opportunities and challenges ahead. We closed and integrated important transactions, achieved several clinical and regulatory milestones, and advanced our robust pipeline. Our 2024 performance was achieved through our work to drive top-line growth, enhance productivity and efficiency, and optimize operations across the organization.
We also focused our resources on R&D programs with the potential to deliver the greatest return on investment while prioritizing investments in key growth brands. As a result, we entered 2025 in a stronger position to deliver on our long-term growth potential. Our progress in 2024 accelerated our ability to deliver more transformational medicines to patients. We continue to focus on specific areas of high unmet needs and where we have a competitive advantage. Last year, Bristol-Myers Squibb significantly advanced our pipeline with 23 regulatory approvals and indication expansions in the U.S. and other markets. I'd like to share a few highlights. First, the landmark approval of Cobenfy marked an important milestone. After more than 30 years, there is now an entirely new pharmacological approach for patients with schizophrenia, one that has the potential to change the treatment paradigm.
We enhanced our leadership position through key growth brands across hematology, oncology, and cardiovascular disease while further honing our efforts in immunology. We expanded our immuno-oncology portfolio with the U.S. approval of Opdivo Quvantic, the first and only subcutaneously administered PD-1 inhibitor. Our focus on R&D productivity, specifically in areas where we have the potential to be first or best in class, also extends to our pipeline, which is entering a data-rich period. As a result, we were able to advance and, in some cases, accelerate our late-stage pipeline. If you look at the data we have coming, BMS has the potential to deliver 10 or more new molecular entities and over 30 line extensions in the next five years starting this year. We expect Cobenfy to have a potential new indication or data readout every year for the rest of the decade.
This will start with Alzheimer's disease psychosis and followed by bipolar I disorder, Alzheimer's disease agitation, and Alzheimer's disease cognition. There will be pivotal line extension data for Reblozyl, as well as potential registrational opportunities for our cell therapy, cardiovascular, and radiopharmaceutical assets. Additionally, we're testing Admilparent, an LPA1 antagonist that has the potential to transform the standard of care in pulmonary fibrosis, which is a fatal lung disease with significant unmet need. In cardiovascular disease, we're redefining anticoagulant therapy with the promise of Factor XI inhibition in thrombotic diseases. We're investing in cell mods, which can offer tailored treatment approaches and combinations across multiple myeloma and lymphoma. These catalysts, coupled with our existing growth portfolio, show the potential that lies ahead for Bristol-Myers Squibb. As we continue positioning the company to successfully navigate the opportunities and challenges ahead, we're well into the process of transforming our business.
We made meaningful progress evolving the organization and our ways of working. This included taking deliberate steps to become a leaner, more focused company, removing cost and management layers so we can focus on high-value opportunities. These actions are consistent with our strategy of investing in our growth portfolio and promising areas of science while maintaining financial discipline. We are also increasingly leveraging technology and the responsible use of artificial intelligence in areas like clinical trials to accelerate the pace of scientific innovation while reducing our cost base. Through this work, we are on track to shorten our clinical trial timelines by almost three years by applying both analytical and generative AI to optimize the design, plan, and execution of these trials. In the long term, we see immense potential for AI to revolutionize treatment for patients. Our efforts in 2024 provided additional strategic flexibility for the business.
True to our commitment to deliver total shareholder return, we announced a 5.3% quarterly dividend increase for 2024. This marked the 92nd consecutive year we have paid a dividend, and in the year, we returned $4.9 billion to shareholders through the dividend. In addition, we strengthened our balance sheet by repaying approximately $6 billion of the $10 billion in debt we committed to pay down relative to our March 2024 balance. The company also brought in new science and medicines to our pipeline for patients by closing and integrating Coruna Therapeutics, RaiseBio, and Mirati Therapeutics. These acquisitions added key neuroscience, radiopharmaceutical, and oncology capabilities. 2024 was a solid year of execution and a productive start to our broader transformation as a company. For more than 150 years, BMS has been treating and working to cure serious diseases. It's in our DNA, and it's why we exist.
We've been addressing really hard problems from cancer to HIV to heart disease to schizophrenia. We look to the future with confidence in our ability to transform our business once again. Today, we have an increasingly younger and more diversified portfolio, which we expect will continue to grow. Advancing our business means accelerating solutions for patients and delivering for shareholders. We're doing it with a company of engaged and talented individuals with varied backgrounds and experiences working together to drive progress for BMS now and in the future. We believe that a high-performing and engaged global workforce is essential to delivering the best possible outcomes for our patients. Notably, our employee-led initiative, Coast to Coast for Cancer, entered its 11th year. Nearly 350 global colleagues representing 30 nations rode 6,200 miles cross-country to fund cancer research, showing our mission in action.
There is more work to be done, but we have a clear path forward and a strong foundation from which to build. Our BMS values of integrity, urgency, accountability, innovation, passion, and inclusion are the foundation of our high-performing, patient-centric culture. As we carry out our work, patients remain central in the decisions we make, as they have throughout our company's long history. On behalf of my fellow directors, thank you for your continued investment in Bristol-Myers Squibb. Your support helps us provide patients hope for more time, more access, and a better quality of life.
Now, turning back to the formal business of this meeting, Amy, please proceed with the next agenda item.
Thank you, Chris. You should all see the meeting procedures on the virtual meeting portal, which are available for download in the document section of the portal. We ask that you please read and follow the procedures. On March 26, 2025, the 2025 Notice of Annual Meeting and Proxy Statement and the Proxy Card and our 2024 Annual Report were provided to the company shareholders of record as of March 14, 2025. These are available for inspection on this virtual meeting portal. We have received from Broadridge Financial Services a signed affidavit attesting to the mailing. In addition, we have included on this web portal for shareholder inspection the minutes of the 2024 Annual Meeting of Shareholders held on May 7, 2024. Now, consistent with the company's bylaws, the board has appointed Carl Wagner as inspector of election for this meeting, including any adjournments.
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 five 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.
Your input, as well as your investment, matter to us. After voting has concluded, we will begin our general question-and-answer period. We kindly ask that you please hold your general questions and comments until that time. Chris, 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 6, 2025, at 10:17 A.M. To ensure that this 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. Amy, 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 18. All 11 directors will be elected for one-year terms expiring at the 2026 Annual Meeting. The board of directors recommends shareholders approve this item. Are there any questions on this item? There are no 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 101, 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 shareholders approve this item. Are there any questions or comments on this item? There are no questions or comments on this item.
We will now move to the ratification of the appointment of the independent auditor. The board of directors, on the recommendation of the audit committee, has appointed Deloitte & Touche LLP as the independent registered public accounting firm for the company for the year 2025 and is seeking ratification by shareholders. The board of directors' position appears on page 103 of the proxy statement. The board of directors recommends shareholders approve this item. Are there any questions or comments on this item? There are no questions or comments on this item. I now hand the meeting back over to the chair for the presentation of the shareholder proposals. Chris?
Thank you, Amy. We will now move to the two shareholder proposals to be presented. We are pleased to welcome Stefan Padfield, who is representing the proponent for this proposal, the National Center for Public Policy Research. Mr. Padfield, at this time, we turn the floor to you for your formal proposal. Operator, please open the line for Mr. Padfield.
Mr. Padfield, your line is open.
My name is Stefan Padfield, and I am the Executive Director of the Free Enterprise Project, which is part of the National Center for Public Policy Research. The National Center is the proponent of item 4, which asks Bristol-Myers Squibb to create a board committee on corporate financial sustainability to oversee and review the impact of the company's policy positions, advocacy, partnerships, and charitable giving on the company's financial sustainability. Why does Bristol-Myers Squibb need such a financial sustainability committee? For one thing, and as noted in our proposal, the company has a 100% rating on the Human Rights Campaign's Corporate Equality Index. Earning that score arguably requires spending shareholder assets to embrace highly partisan positions on hot-button issues such as supporting legislation that eliminates religious liberties and discriminates against girls and women while opposing legislation to protect children from adult materials.
In addition, Bristol-Myers Squibb has been rated high risk on the 1792 Exchange's corporate bias ratings because, among other things, the company has pledged to vet vendors based on LGBTQ policies, which may result in discriminating against religious vendors. In its opposing statement, the company argues that the requested committee and report would be duplicative of the company's existing governance and reporting structure. However, what is most important about the company's opposition statement is what it does not say. Has the board or any of its committees specifically discussed the risks associated with the company's perfect score on the HRC CEI? Specifically, have the risks associated with being viewed by the public as a company that supports pushing transgenderism on children been discussed and weighed?
Even more to the point, has the company taken a position on whether a child can, in fact, be born in the wrong body, which would seem to be something a company should have to decide before cooperating with HRC? Without providing that information, shareholders and other stakeholders are arguably left having to guess whether the company has definitively concluded that being associated with pushing transgenderism on children is good for the company's bottom line. Given the unsustainability of that uncertainty, the committee and report we are seeking is very much needed. For all these reasons, I encourage you to vote in favor of item 4.
Thank you. We share the high value placed on ensuring the board is properly exercising its oversight responsibilities with respect to our corporate financial sustainability. We've described in our proxy statement how the proposal seeks to duplicate oversight responsibilities already undertaken by the board or delegate it to its committees. The board of directors' position appears on page 107 in the proxy statement. Amy, are there any questions or comments on this item?
There are no questions or comments on this item.
I'm pleased to welcome again Mr. Padfield, who is representing the proponent for the next proposal, the National Center for Public Policy Research. Mr. Padfield, at this time, we turn the floor to you to please move your proposal. Operator, please open the line for Mr. Padfield.
Mr. Padfield, your line is open.
My name is Stefan Padfield, and I am the Executive Director of the Free Enterprise Project, which is part of the National Center for Public Policy Research. The National Center is the proponent of item 5, which asks Bristol-Myers Squibb to consider abolishing its DEI program. Why should Bristol-Myers Squibb formally consider abolishing its DEI program? For one thing, and as noted in our proposal, Bristol-Myers Squibb's DEI program currently includes practices and initiatives that discriminate on the basis of race and sex and accordingly raise the specter of being illegal, unethical, and/or value-destroying. For example, Bristol-Myers Squibb promotes race-based employee resource groups, has established race-based workforce representation goals, and advocates for supplier diversity commitments and other affirmative action policies. Now, since submitting our proposal, Bristol-Myers Squibb has apparently been busy scrubbing both references to affirmative action and supplier diversity from the websites we link to in our proposal.
Thankfully, the wonders of the internet allow us to easily pull up those pages as they were at the time of our submission. Some might argue that scrubbing these pages signals a retreat from divisive and discriminatory DEI practices by Bristol-Myers Squibb and that such a retreat should be applauded by those who seek a world wherein people are judged by the content of their character rather than the color of their skin. The problem with that perspective is that Bristol-Myers Squibb fails to mention these changes in its opposition statement. If scrubbing those web pages was part of a sincere retreat from discriminatory DEI, we would expect the company to say so clearly in its opposition statement. Instead, the company apparently confuses platitudes with governance.
For example, the company says, "We believe our inclusion philosophy leads to greater financial and patient outcomes and generates shareholder value." What shareholders want to know is, how are you measuring that? How precisely are you implementing your inclusion philosophy? How much are you spending on those initiatives? How are you measuring the ROI of those expenditures? If the board concludes such things are for some reason beyond measurement, such that shareholders should just rely on what the board believes, then say that. Labeling race and sex discrimination inclusion does not make it good. For all these reasons, I ask you to vote in favor of item 5.
Thank you. Our commitment to inclusion furthers our strategic priorities and generates shareholder value. Our culture of inclusion enables us to create a respectful work environment where all decisions are merit-based and all employees are free to reach their maximum potential. We regularly evaluate our practices to ensure compliance with the law. We believe that our current practices are legally appropriate, crucial to the fulfillment of our company strategy, and valued by shareholders. I refer you to our board's position on this proposal on page 111 in our proxy statement. Amy, are there any questions or comments on this item?
There are a few questions on this item. We received questions from Christopher Manchak, Lynelle Adler, Lisa Kindleberg, and Charles Bordensa, and other shareholders regarding the company's approach to and programs for diversity, equity, and inclusion, including the board's recommendation on the shareholder proposal. Can you please elaborate?
Thank you for the questions. As noted in the board's response to the shareholder proposal in the proxy statement, inclusion and belonging are core to how we do business. They help guide our decision-making and enhance our ability to deliver on our mission, execute our strategy, generate shareholder value, and reach more patients with our transformational medicines. At BMS, our people strategy is designed to foster an inclusive and engaging work experience to attract, develop, and retain the most talented workforce that reflects the varied cultures, backgrounds, and experiences of our patients and communities around the world. Through this approach, we aim to create a culture that fosters collaboration and innovation, where decisions are merit-based and everyone feels a sense of belonging for their unique perspectives.
Any shareholder who has not 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 6, 2025, and the time is now 10:29 A.M. While we wait for the vote to come in, we have a prerecorded video to share with you about our company.
By the inspector of election, that will not affect the outcome on any matter. Amy?
Each nominee for director has received a vote of at least 93%. Our advisory vote on the compensation of our named executive officers was approved with over 93% of shares voting for. The ratification of the independent auditors was approved with over 95% of shares voting for. For the shareholder proposal on corporate financial sustainability, approximately 1% of the votes were cast in favor, 98% were cast against, and 1% abstained. For the shareholder proposal on a request to cease our DEI efforts, approximately 2% of the votes were cast in favor, 97% were cast against, and 1% abstained. Final voting results will be posted on bms.com and will be filed with the SEC within four business days. This completes the voting tally.
Thank you, Amy. This completes the formal business of this meeting. Thank you all. The meeting is adjourned, and we will now begin the general Q&A session. As I mentioned earlier, we have our board and a number of my leadership team present who will also be participating in the question-and-answer session. With us today are David Elkins, Carrie Gollman, Dr. Samit Hirawat, Adam Lenkowsky, Sandy Leong, and Amanda Poole. 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 that we will attempt to answer as many questions as we can, focusing on those questions that are pertinent to matters on the agenda.
We will not address questions and will stop discussions that are irrelevant to the business of the company, require discussion of matters viewed by the company as confidential, relate to personal grievances, are references to individuals, are disrespectful, or are not a matter of interest to shareholders generally. Any appropriate questions or topics we do not get to will be addressed on our company website. Amy, can you please read the questions we have received from our shareholders?
Thank you, Chris. Our first question comes from Patricia Gallo. On proxy vote card, why does the ballot not have an option to vote for all of the company preferences with one checkmark instead of so many?
Thank you for the question. While we understand the desire to include a vote-for-all option, we believe a choice to vote yes or no on each individual director is more aligned with our majority vote standard for the election of directors. We also believe that voting on individual items gives shareholders an opportunity to evaluate the merits of each agenda item. We appreciate your feedback, and we will continue to evaluate which voting options are most appropriate based on current regulations and our corporate governance documents and make appropriate changes as needed.
Thank you. The next question comes from Cameron Andris. What is the board's plan for profits downstream of AI?
Thank you for the question. At BMS, we're harnessing the power of AI to enhance nearly every aspect of our business, including accelerating R&D, enabling a more efficient supply chain, transforming how we interact with clinicians, and therefore deliver for patients, and driving operational efficiencies. In drug discovery, 100% of our small molecule and nearly half of our large molecule experiments do not make it into the wet lab without AI first demonstrating their efficacy. Three years ago, it was less than 5% across all experiments. Additionally, we are on track to shorten our clinical trial timelines by almost three years by applying both analytical and generative AI to optimize the design, planning, and execution of these trials. We have established appropriate internal policies and controls to govern the responsible use of artificial intelligence at BMS.
Additionally, the board provides oversight of our AI strategy at the full board and through its committees and receives multiple updates throughout the year on our progress, risks, and opportunities.
Thank you, Chris. The next question comes from Jim Merrick. On page 91 of the annual report, it shows that the stock price is flat for the five-year period. On page 80 of the proxy statement, it shows the CEO's pay has increased over 2.5 times over three years. How can this be paid for performance?
We will ask Peter Arduini, the Chair of our Compensation Committee, to answer that question.
Thank you, Chris. And Jim, thank you for your question. The board regularly evaluates our compensation program to ensure that it aligns pay with performance and our strategy and reflects the needs of our business and investor feedback. My fellow directors and I believe that attracting and retaining the right leaders capable of moving the company forward while navigating this highly complex, competitive, and ever-shifting environment, which we operate is obviously critical, not only for today, but for the future. As such, we've thoughtfully designed the compensation package to ensure that execs comp is directly tied to the work that he or she does and a focus on patients, but obviously particularly for creating value for shareholders.
Just maybe to give a couple of examples, 100% of our named executive officers' annual bonuses, obviously the CEO, and 100% of their annual equity are tied directly to BMS's financial, operational goals, pipeline, and shareholder value performance. The committee, the CMDC committee, also updated several aspects of the 2024 compensation program, namely two I'll point out is for the annual incentive plan moving from earnings per share to operating income to be very specific about what those individuals are controlling on the team. Both the annual incentive plan and the long-term incentive plan performance has share unit awards now use the growth portfolio given its importance versus the complete portfolio and the future growth of the company. I would say lastly is the removal of the individual performance component so that now all payments are specifically tied to company performance and those metrics.
Thank you, Pete. The next question comes from James Lally. I would like to know how much stock each of the director candidates have in their portfolios. If I miss that information in your reporting, please indicate where I may find it. Thank you.
Thank you for the question. For information on common stock ownership by our directors and executive officers, including total common shares owned, please refer to page 113 of the company's latest proxy statement.
Thank you. The final question comes from Jim Merrick. How has the new administration with its tariffs affected BMY?
Thank you for the question. We are a U.S.-based company with a significant footprint in the country. We have been investing in core infrastructure in the U.S. for many years, and we certainly have plans to continue to invest in the U.S. BMS has a broad manufacturing network, and we are not overly reliant on any single country in terms of our supply chain. The situation related to tariffs continues to evolve, and we will have to wait for the specifics. We have cross-functional teams mobilized and are evaluating for any potential impacts. Thank you all for joining us today for our 2025 annual meeting. We appreciate your participation and value hearing directly from you, our shareholders. We look forward to your continued support.
This now concludes the meeting. Thank you for joining and have a pleasant day.
The host has ended this call. Goodbye.