26 Annual Meeting of Shareholders. Today's virtual meeting is being recorded. We do not expect any technical 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. 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 would 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 2026 Annual Meeting of Shareholders. I'd like to extend my warmest regards to all of you, our shareholders, who have long supported our vision to transform patients' lives through science. 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 have made arrangements for you to submit questions both in advance and during today's meeting, as we value your input. I'm pleased to officially call this meeting 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 of our members of our Board of Directors who are also up for re-election at this meeting, Theodore Samuels, Peter Arduini, Dr. Deepak Bhatt, Dr. Julia Haller, Dr. Manuel Hidalgo Medina, Paula Price, Derica Rice, Dr. Karen Vousden, and Phyllis Yale. We also have with us a number of our leadership team members, as well as Jeffrey 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 86% of the company's common and preferred stock as of March 12th, 2026, the record date of 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 Fallone, 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 Factors section of our most recently filed Form 10-K 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. Chris, I turn the meeting back to you.
Thank you, Amy. We now turn to the company update, which has been.
Hello, and welcome to Bristol Myers Squibb's 2026 Annual Meeting of Shareholders. To our board of directors, thank you for your continued partnership and your dedication to strong corporate governance. To my fellow shareholders, thank you for your investment and support, which is critical for us to deliver on our mission. To my global BMS colleagues, I'm incredibly proud of the commitment and passion you demonstrate each day in service of patients. It's that collective drive that turns our vision into meaningful impact for people living with serious diseases. Since becoming CEO, I've championed the importance of strengthening the company's foundation through a diversified portfolio and a differentiated pipeline that builds on our legacy of success across our therapeutic areas. This is critical to our ability to navigate our transition away from our legacy portfolio and to deliver on the significant opportunities across our growth portfolio and pipeline.
In 2025, we did just that, and it enabled us to be here now with the right team in place, a strengthened foundation, and momentum to generate meaningful impact for patients. Let me walk you through a few highlights and accomplishments from the past year. First and foremost, there was a clear focus on disciplined execution across every aspect of the business. On the commercial side, this helped us to deliver total revenues of $48.2 billion. You've heard me talk about our growth portfolio, which by design includes multiple medicines earlier in their life cycles with long runaways ahead. Importantly, this portfolio accounted for more than half of our total revenues and increased 17% compared to 2024 sales. The growth portfolio now includes seven products annualizing over $1 billion in sales.
BREYANZI, OPDUALAG, and CAMZYOS each crossed the $1 billion threshold, and REBLOZYL surpassed $2 billion. 2025 was also the first full year on the market for our newest products, COBENFY and Qvantig. Both grew in line with our expectations. On a full year basis, it's worth noting that despite a decline of roughly $4 billion in revenue from our legacy portfolio, the growth portfolio offset nearly all of it. These results are a testament to our commercial execution and deliberate focus on newer growing assets. Our strong financial position gives us the strategic flexibility to deploy capital across multiple pathways. We strengthened our balance sheet in 2025 through strong operating cash flow. We achieved our $10 billion debt paydown commitment ahead of schedule. 2025 marked the 93rd consecutive year we have paid a dividend.
Looking ahead, our goal remains clear, to build a company that has the substrate to deliver industry-leading sustainable growth into the 2030s and beyond. We're making good progress. This growth requires a deep bench of developmental assets with significant commercial potential. We've been deliberate about how we allocate capital for that very reason. We know our pipeline presents a massive opportunity for growth. We have the potential to deliver 10 or more new medicines and over 30 new indications by 2030. These are novel, differentiated assets focused on large commercial opportunities in life-threatening conditions where patients currently have limited options. Last year alone, we received 18 approvals in the U.S. and other markets. In 2026, we're at the start of a data-rich period with the pace of pivotal readouts expected to increase later this year. Here are a few highlights, all of which address serious diseases.
In cardiovascular disease, our Factor XIa inhibitor milvexian has the ability to transform anticoagulation therapy and extend our legacy in modern thrombotic care. Milvexian is uniquely positioned to be the only oral Factor XIa inhibitor approved for atrial fibrillation. It also has the potential to become a best-in-class treatment in secondary stroke prevention, an area where anticoagulants are not approved today. We expect phase III results for both indications later this year. In neuroscience, our broad development program with COBENFY is exploring new boundaries for brain health. COBENFY introduced the first new mechanism of action for schizophrenia in decades, and we are now advancing in multiple high-need indications. We're pursuing programs in Alzheimer's disease psychosis, Alzheimer's disease agitation, Alzheimer's disease cognition, bipolar 1 disorder, and autism irritability. In immunology, admilparant is a potential first-in-class product that could redefine the standard of care in pulmonary fibrosis.
This is a disease that carries a substantial burden, requiring frequent doctor's visits, ongoing monitoring, and supportive care. Despite this, there's been very limited innovation in treatment. Admilparant works by slowing and possibly halting the progression of the disease with the potential for improved efficacy and tolerability. In oncology, our partnership with BioNTech to co-develop pumitamig holds significant potential. The treatment could improve upon current checkpoint inhibitor outcomes and set a new standard of care across multiple difficult-to-treat tumor types, including those where checkpoint inhibitors are not effective. This is a space we know well, and we have multiple registrational studies underway, including in lung cancer and triple-negative breast cancer. iberdomide and mezigdomide, our two oral CELMoDs, represent a potential new foundation for treating multiple myeloma, which is a very serious disease with no existing cure.
What we really like about this platform is the opportunity for these degraders to be combined with standard of care and newer treatments like CAR T and T-cell engineered antibodies. This would open up a range of tailored treatment approaches. We also continued building our cell therapy leadership with the acquisition of Orbital Therapeutics. Through the transaction, we added OTX-201, an investigational next-generation CAR T designed to reprogram cells in vivo with a potential best-in-class profile in autoimmune diseases. This was one of several strategic business development deals in 2025. Over the past two years, we've completed more than $30 billion in acquisitions and partnerships that were designed to meaningfully enhance our long-term growth profile and drive shareholder returns. Delivering on our pipeline demands focused execution, decisive action, and an operating model that enables speed.
It's why we've undertaken efforts to rewire how we operate, including through our cost-saving initiatives. Through this work, we're creating a more agile business with the flexibility to invest in future growth drivers. AI has the potential to change, and in some cases, revolutionize virtually every part of the biopharma value chain. It's helping us make better decisions earlier when lives are on the line. For example, we're harnessing AI throughout the enterprise and specifically within R&D. It has put us on track to reduce clinical development timelines by approximately 30%. Additionally, all of our small molecule experiments now use an AI model before wet lab work, contributing to 25% faster cycle times.
This lets us direct resources to the most promising candidates and reduce development time and associated costs. In this industry, being fairly rewarded for the innovation risk we take can only be fully achieved if patients can benefit from the medicines we develop. Access is the bridge between innovation and health outcomes. Last year, we launched a new direct-to-patient ELIQUIS option for uninsured, underinsured, or self-pay patients to significantly reduce their out-of-pocket costs. We also announced BMS Patient Connect, offering eligible cash-paying U.S. patients steeply discounted Prices for a number of important medicines. Underpinning all of this work is our talented mission-driven workforce. In 2025, Coast to Coast for Cancer marked its 12th year. More than 300 global colleagues representing a record-setting 33 nations rode more than 6,000 miles to help fund cancer research. To date, Coast to Coast for Cancer has raised more than $21 million.
It's a powerful demonstration of our mission in action. Keeping patients at the center of our work, we completed our 11th annual Global Patient Week last year, connecting employees with patients and caregivers across our sites worldwide. For more than a decade, it has been a meaningful reminder of who we're ultimately working for. Stepping back, if you look at our business holistically, you can start to see the next generation of BMS moving into view. We're becoming a company with a refreshed and diversified portfolio, a deep and differentiated pipeline, a stronger balance sheet, and a more agile AI-powered operating model. This progress rests on a strong foundation and a culture focused on execution that defines how we operate on a day-to-day basis. We look ahead with a clear sense of purpose at Bristol Myers Squibb. Thank you for your continued investment and your support of our mission.
Now turning back to the formal business of this meeting, Amy Fallone, 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 documents section of the portal. We ask that you please read and follow the procedures. On March 25th, 2026, the 2026th Notice of Annual Meeting and Proxy Statement, the proxy card, and the 2025 Annual Report were provided to the company's shareholders of record as of March 12th, 2026. These are available for inspection on this virtual meeting portal. We have received from Broadridge Financial Solutions, Inc. a signed affidavit attesting to the mailing. In addition, we have included on this web portal for shareholder inspection the minutes of the 2025 Annual Meeting of Shareholders held on May 6th, 2025. Now, consistent with the company's bylaws, the board has appointed John Merva as Inspector of Election for this meeting, including any adjournments.
John is an employee of American Election Services, a professional services company specializing in independent tabulation and certification of voting results for John is joining us on the line 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 5th, 2026, at 10:16 A.M. Eastern Time. 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. 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 11 through 21. All 11 directors will be elected for 1-year terms expiring at the 2027 annual meeting. 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 advisory vote to approve the compensation of our named executive officers. As you can read in our proxy statement on page 103, 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 approval of the company's 2026 stock award and incentive plans. As you can read in the proxy statement on page 105, the board and the Compensation and Management Development Committee believe that awards linked to common stock and awards 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 2026 plan is expected to be an integral part of our overall compensation program. The board of directors recommends that 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 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 2026 and is seeking ratification by shareholders. The board of directors' position appears on page 115 of the proxy statement. The board of directors recommend 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 proposal. Chris?
Thank you, Amy. We will now move to the shareholder proposal to be presented. We are pleased to welcome Cam Franklin on behalf of John Chevedden, the proponent of this proposal. Ms. Franklin, at this time, we turn the floor to you for your proposal. Operator, please open the line for Ms. Franklin.
Good morning. Can you hear me okay?
We can.
Proposal five, independent board chairman, sponsored by John Chevedden. Shareholders request that the Board of Directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. A lead director shall not be a substitute for an independent board chairman. The Board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the Board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to Board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interest, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. Bristol Myers Squibb stock was at $77 in 2016 and is at only $57 now in spite of a robust stock market, and unfavorable news reports regarding Bristol Myers Squibb have emerged, such as analysts said Bristol Myers faces an abnormally steep patent cliff, with top-selling drugs ELIQUIS and OPDIVO losing U.S. patent protection between 2027 and 2029. These two drugs account for roughly half of the company's total revenue, and their sales decline is expected to create a significant revenue gap.
Critics have noticed that Bristol Myers has underperformed the S&P 500 over the long term, with some analysts advising investors to avoid the stock, citing a weak pipeline, high debt, and declining revenue from old drugs like REVLIMID. Please vote yes, independent board chairman, proposal five. Thank you.
Thank you. The board has carefully considered this shareholder proposal and recommends you vote against it. The board believes that its fiduciary duties are best satisfied by retaining the flexibility to determine a leadership structure that serves the best interests of the company and its shareholders at any given time and not restricting the board's ability to select the individual best suited to serve as board chair. The board annually reviews the company's governance structure and will continue to do so. However, the board believes the current leadership model, when combined with the robust role of Mr. Samuels, the board's lead independent director, strikes the appropriate balance between strong and consistent leadership and independent and effective oversight of the company's business and affairs.
For more information regarding the board's position on this proposal, please see the board's full statement and opposition beginning on page 119 of the 2026 proxy statement. Amy Fallone, are there any questions or comments on this item?
There are no questions or comments on this item.
Thank you. At this time, 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 officially closed on the items presented at this meeting. For the record, I note that it is May 5th, 2026, and the time is now 10:25 A.M. Eastern Time. While we wait for the vote to come in, we have a pre-recorded video to share with you about our company.
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 the final audit by the Inspector of Election, but that will not affect the outcome on any matter. Amy?
Each nominee for director has received a for vote of at least 95%. Our advisory vote on the compensation of our named executive officers was approved with over 95% of shares voting for. Our vote on the company's 2026 stock award and incentive plan was approved with over 95% of shares voting for. The ratification of the independent auditor was approved with over 96% of shares voting for. For the shareholder proposal on the adoption of a board policy that the chairperson of the board be an independent director, approximately 27% of the votes were cast in favor, 72% 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 members present who will also be participating in the question and answer session. With us today are David Elkins, Cari Gallman, Adam Lenkowsky, Dr. Cristian Massacesi, Amanda Poole, and Dr. Robert Plenge. 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 pending litigation or investigations, relate to personnel or staffing matters, relate to complaints about individual company products, 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 Barbara Stockhausen.
She asks whether any directors have supported in any manner, including financially or professionally, President Donald Trump, his administration, or his businesses.
Thank you for the question. At Bristol Myers Squibb, our mission is to discover, develop, and deliver innovative medicines that help patients prevail over serious diseases. On behalf of our patients and in support of our mission as a company, we've always worked across both sides of the aisle to allow for informed and balanced decision-making regarding policies that may impact our ability to deliver life-extending and life-enhancing medicines to patients. As it pertains to political contributions, corporate political giving conducted through our BMS Political Action Committee is guided by a set of criteria based on candidates who support our mission, including fostering innovation and enhancing our ability to meet the needs of our patients. We make the criteria and our contributions public on bms.com.
Each of our contributions is vetted and approved by the BMS Political Action Committee, a nonpartisan, multi-candidate federal political action committee, along with the Board of Directors. Contributions are made without regard to the private political preferences of our directors and executive officers.
Thank you. The next question comes from Jim Marique, who asks, "On page 87 of the annual report, it shows BMY stock has underperformed its benchmark group as well as the S&P 500. When can we expect the stock to perform as well as the peer group? What is holding back the stock?
Thank you for the question. While there has been significant market volatility and business climate uncertainty, we remain focused not only on our mission to transform patients' lives through science, but also on those factors we can control. As previously communicated, we're facing a period of loss of exclusivity on multiple products. We've made great progress on our growth portfolio, as evidenced by its 2025 and latest Q1 2026 performance. Importantly, our growth portfolio now includes 7 products annualizing over $1 billion. COBENFY and Qvantig, our latest launches, are also progressing well. When you look at the entirety of catalysts in our pipeline, we have the potential for more than 10 new medicines and over 30 meaningful launch opportunities by 2030. We have strong financial flexibility which drives strategic flexibility, enabling us to invest in our business and deliver value to shareholders.
As we've said previously, in terms of delivering shareholder return, we remain committed to our dividend, and 2026 marks the 94th consecutive year of our dividend payments.
Thank you. Our next question comes from David Dancause, who asks, "Given Bristol Myers Squibb's increasing investment in China-based R&D, innovation centers, and partnerships, will the company provide more detailed reporting on its exposure, including capital commitments, intellectual property safeguards, and the ability to commercialize innovations globally so shareholders can better assess associated risks?
Bristol Myers Squibb is committed to bringing transformative medicines to patients around the world. That mission requires us to source the best innovation in the U.S. and globally. As a company, we have a long history in China, the level of scientific innovation happening there today is significant. We believe it is in the best interest of patients and shareholders to remain engaged in that ecosystem. Protecting our intellectual property, patient data, and supply chain continuity are fundamental priorities that guide every partnership and collaboration we enter into anywhere in the world. We maintain strong safeguards across all markets, including China. We will continue to follow the science around the world while maintaining those safeguards. We appreciate the question. We'll continue to evaluate how we communicate our internal commitments to ensure shareholders have the information they need.
Our next question comes from a shareholder who asks, "Please give examples of cost-cutting at the company.
We are focused on cost-cutting in two components. 50% is to organizational design, for example, streamlining workforce to align with future business needs, and 50% operational efficiency in commercial and R&D. That includes optimizing resources and productivity, for example, reducing third-party and promotional spend on non-core brands, optimizing trial operations, supply chain, and G&A efficiencies, facility consolidation, et cetera. Those cost-cutting measures are, of course, offset by up investments to support our business, including in new launches, such as the investments we made last year in COBENFY and Qvantig.
Thank you. Our next question comes from Deborah Castellano, who asks, "What are you doing to support the well-being of former employees who were laid off due to cost-saving restructuring and who are now facing challenges finding new employment opportunities? The outplacement services are not effective, as many of these former employees are now long-term unemployed and no longer covered by health insurance, healthcare insurance, and unemployment insurance.
To answer that question, I'll ask our Chief Human Resource Officer, Amanda Poole.
Thank you, Deborah, for the question. As we position the company for long-term top-tier growth, we remain focused on operational excellence and aligning resources to support our evolving operating model and portfolio. Since launching our productivity initiative, we have redeployed over 1,000 impacted team members into new roles, a reflection of our ongoing commitment to supporting colleagues and maintaining employment wherever possible. However, some employees were impacted by these changes, and we are deeply grateful for their contributions. Supporting those individuals is a top priority. Employees who leave the company receive a comprehensive separation package that includes financial support, continuation of benefits, and access to outplacement and career transition resources to help them navigate their next chapter.
Our goal is to ensure everyone departs with clarity, support, and the tools they need while we continue to engage thoughtfully with our remaining employees, recognizing the broader human impact that restructuring can carry. These changes are ultimately part of a strategic initiative to build a more agile and resilient company, one that can sustain investment in innovation, our pipeline, and long-term growth while operating with discipline. That discipline is what enables us to protect jobs over time and continue delivering medicines to the patients who depend on us.
Thank you, Amanda, thank you all for joining us today for our 2026 Annual Meeting. We appreciate your participation and value hearing directly from you, our shareholders. We look forward to your continued support and appreciate your investment.
This now concludes the meeting. Thank you for joining, and have a pleasant day.