Our Board of Directors has nominated nine current directors, Robert E. Allen,
Lewis B. Campbell, Vance D. Coffman, James M. Cornelius, Peter R. Dolan, Louis J. Freeh, Laurie H. Glimcher, M.D., Leif Johansson and James D. Robinson III to serve as directors of Bristol-Myers Squibb. The directors will hold office from election
until the 2007 Annual Meeting. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.
A plurality of the votes cast is required to elect directors. Our Board of Directors, however, adopted a corporate governance policy providing that
in any uncontested election, any nominee for director who receives a majority withheld vote will tender his or her resignation as a director within 10 business days after the certification of the stockholder vote. The Committee on Directors and
Corporate Governance, without participation by any director so tendering his or her resignation, will consider the resignation offer and recommend to the Board whether to accept it. The Board, without participation by any director so tendering his
or her resignation, will act on the Committees recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the stockholder vote. We will promptly disclose the Boards decision and the
reasons for that decision in a broadly disseminated press release that will also be furnished to the Securities and Exchange Commission on Form 8-K.
Listed below is certain biographical information of each of the nominees for election including his or her principal occupation and other business affiliations.
Nominees for Directors
Director since 1986
ROBERT E. ALLEN
Chairman and Chief Executive Officer from 1988 to 1997 of AT&T, a communications and information services company. Mr. Allen is a Director of PepsiCo, Inc. He is also a Trustee
of The Mayo Foundation and Trustee Emeritus of Wabash College. Board Committees: Audit Committee, Committee on Directors and Corporate Governance (Chair) and Executive Committee. Age 71.
Director since 1998
LEWIS B. CAMPBELL
Chairman, President and Chief Executive Officer since February 1999 of Textron Inc., a multi-industry company serving the aircraft, fastening systems, industrial products and
components and financial industries. Mr. Campbell is a Director of Dow Jones & Company. Mr. Campbell is a member of the G 100 Group, The Business Council, The Business Roundtable and the Defense Industry Initiative Steering Committee. Board
Committees: Audit Committee, Committee on Directors and Corporate Governance and Compensation and Management Development Committee. Age 59.
Retired Chairman and Chief Executive Officer of Lockheed Martin Corporation, a high technology aerospace and defense company. He is a Director of the 3M Company and Deere &
Company. He is a Member of the Presidents National Security Telecommunications Advisory Committee, the National Academy of Engineering and the Security Affairs Support Association as well as a Fellow in the American Institute of Aeronautics
and Astronautics and the American Astronautical Society. Board Committees: Audit Committee (Chair) and Compensation and Management Development Committee. Age 61.
Director since 2005
JAMES M. CORNELIUS
Effective November 15, 2005, James M. Cornelius became Chairman of the Board and Chief Executive Officer (interim) of Guidant Corporation, a U.S. cardiac and vascular medical
device company, as the company is being acquired. Previously, Mr. Cornelius served as Chairman of the Board (Non-Executive) since 2000. From 1995 until 2000, Mr. Cornelius served as the Senior Executive and Chairman of Guidant Corporation. From 1983
to 1994, Mr. Cornelius was a Director, a member of the Executive Committee and Chief Financial Officer of Eli Lilly and Company. Mr. Cornelius is a Director of The Chubb Corporation, The DirecTV Group, Inc. and Given Imaging, Ltd. He is a Managing
Partner at Twilight Ventures Partners and a Board member of Leerink Swann & Company and a member of The National Bank of Indianapolis. He serves as Board Trustee and Treasurer of the Indianapolis Museum of Art. Board Committees: Audit Committee
and Compensation and Management Development Committee. Age 62.
Director since 2000
PETER R. DOLAN
Chief Executive Officer of our company. Mr. Dolan also served as Chairman of the Board of the company from September 2001 to June 2005. Mr. Dolan was elected President of the
company in 2000 and Chief Executive Officer in May 2001. He was Senior Vice President for Strategy and Organizational Effectiveness from 1998 to his election as President. Mr. Dolan is a Director of the American Express Company, and is the 2006
Chairman of the Pharmaceutical Research and Manufacturers Association (PhRMA). He is a member of the Board of the National Center on Addiction and Substance Abuse, the Steering Committee for C-Change, Board of Overseers for the Amos Tuck School of
Business at Dartmouth, and the Board of Trustees at Tufts University. He is a member of The Business Council and The Business Roundtable. Board Committee: Executive Committee (Chair). Age 50.
Director since 2005
LOUIS J. FREEH
Mr. Freeh served as Vice Chairman, General Counsel, Corporate Secretary and Ethics Officer to MBNA Corporation from 2001 until its acquisition by Bank of America in January
2006. He served as FBI Director from 1993 to 2001 and previously as a U.S. District Judge, Assistant U.S. Attorney and FBI Special Agent. Board Committees: Audit Committee and Committee on Directors and Corporate Governance. Age
Irene Heinz Given Professor of Immunology at the Harvard School of Public Health and Professor of Medicine at Harvard Medical School since 1991. Dr. Glimcher is a Director of
Waters Corporation. She is a Fellow of the American Academy of Arts and Sciences and a member of the National Academy of Sciences and the Institutes of Medicine of the National Academy of Sciences and the Irvington Institute Fellowship Committee.
Board Committees: Audit Committee and Committee on Directors and Corporate Governance. Age 54.
Director since 1998
President of AB Volvo, an automotive company and Chief Executive Officer of The Volvo Group since 1997. He is Chairman of the Board of ACEA, Commercial Vehicles as well as Director
of The Confederation of Swedish Enterprise, Royal Swedish Academy of Engineering Sciences, the Association of Swedish Engineering Industries and the Association des Constructeurs Europeens d Automobiles. He is also a member of the European
Business Roundtable of Industrialists. Board Committees: Audit Committee and Committee on Directors and Corporate Governance. Age 54.
Director since 1976
JAMES D. ROBINSON III
Chairman of the Board of our company since June 2005. Co-founder and General Partner of RRE Ventures, a private information technology venture investment firm, since 1994. He
previously served as Chairman and Chief Executive Officer of American Express Company, a financial services company, from 1977 to 1993. Mr. Robinson is a Director of Novell, Inc., The Coca-Cola Company and First Data Corporation. Mr. Robinson is a
member of The Business Council, the Council on Foreign Relations and the Committee for Economic Development. He is Honorary Chairman of Memorial Sloan-Kettering Cancer Center and an Honorary Trustee of The Brookings Institution. Board Committees:
Executive Committee. Age 70.
Our compensation and benefits programs are designed to enable us to attract, retain and
motivate the best possible employees to operate and manage our company at all levels. We seek an executive compensation policy that is appropriately transparent to our stockholders and in alignment with our stockholders best interests.
In general, all U.S.-based employees receive a base salary, participate in an annual incentive plan, a company-supported savings plan and a
company-funded pension plan and are provided with medical and other welfare benefits coverage. Employees outside of the U.S. are similarly covered by comprehensive compensation and benefits programs that are consistent with applicable local laws and
In addition, we maintain specific executive compensation programs designed to provide incentives to reward and retain executives who
bear the responsibility for achieving the challenging business objectives necessary to assure our growth position in the highly complex and competitive pharmaceutical and healthcare industries in which we operate. Our executive compensation programs
are based upon a pay-for-performance philosophy to provide incentives to achieve both short-term and long-term objectives and to reward exceptional performance, gains in productivity and contributions to our growth and success.
In addition to performance against financial and operational objectives and total stockholder return, which are the key determinants of incentive payments under
our executive compensation programs, the successful Bristol-Myers Squibb (BMS) executive must also perform effectively in many areas that are not measured specifically by financial or operational results. Performance is also assessed against our
Standards of Business Conduct and Ethics reflecting social values, environmental stewardship and the expectations of our key constituencies, including our employees and stockholders, the consumers of our products, suppliers and customers, the
communities in which we operate and the countries where we do business. Executives must fully meet our Standards of Business Conduct and Ethics as a prerequisite to receiving any incentive payments. The Bristol-Myers Squibb Pledge (Pledge) and Core
BMS Behaviors clearly define the values and behaviors that are expected of each of our employees, and the performance of our executives is appraised in this regard. Executives are evaluated pursuant to the companys performance management
system whereby executives are given two ratings, one for results and one for behaviors. The results rating represents the executives performance against specific financial and operational goals that are established at the beginning of the year
and are consistent with our strategy. The behaviors rating measures how well the executive demonstrates the Core BMS Behaviors consistent with our companys Mission and Pledge. These ratings are key factors in determining the size of an
executives merit increase, bonus and equity awards.