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Bristol Myers Squibb is asking shareholders at its virtual May 5, 2026 meeting to elect 11 directors, approve an advisory say‑on‑pay vote, adopt a 2026 Stock Award and Incentive Plan, ratify Deloitte & Touche LLP as auditor, and consider a proposal for an independent board chair.
The proxy highlights 2025 execution: the Growth Portfolio generated $26.4 billion in sales, up 17% over 2024, with seven products annualizing above $1 billion. The company reports 18 global regulatory approvals, completion of a $10 billion debt paydown target ahead of schedule, and a dividend raised for the 16th consecutive year.
Board materials emphasize strong governance, with 10 of 11 director nominees independent, active board refreshment, majority voting with resignation policies, extensive risk oversight, and integration of sustainability and social impact goals into strategy and executive incentives, including expanded use of AI in R&D and operations.
Bristol Myers Squibb executive Hiroshi Chris Shibutani, EVP and Chief Strategy Officer, received equity-based compensation awards in the form of derivatives tied to the company’s common stock. On March 10, 2026, he was granted 7,837 Market Share Units and 11,755 Performance Shares at a price of $0.00 per unit.
Each market share unit represents a target number of shares that can convert into common stock based on a payout factor linked to total shareholder return and a relative TSR floor, with a minimum payout factor of 80% and a maximum of 225%. These market share units cliff vest on the third anniversary of the grant date, subject to the Board certifying performance results, and carry an expiration date of March 10, 2029.
Each performance share converts into one share of common stock upon distribution in the first quarter of 2029, also subject to certification of performance results by the Board. After these grants, reported holdings for these awards are 7,837 market share units and 11,755 performance shares, respectively.
Massacesi Cristian reported acquisition or exercise transactions in this Form 4 filing.
Bristol Myers Squibb executive Cristian Massacesi received new performance-based equity awards. On March 10, 2026, he was granted 26,122 Market Share Units and 39,184 Performance Shares, each tied to the company’s common stock. The Market Share Units cliff vest after three years, while payouts for both awards depend on Total Return and relative total shareholder return performance through around 2029.
Bristol Myers Squibb EVP Wendy Short Bartie reported multiple equity-related transactions in connection with long-term incentive awards. On March 10, 2026, she exercised market share units and performance shares, receiving a total of 5,883 shares of common stock through derivative conversions.
She also received new grants of 6,531 market share units and 9,796 performance share units that are subject to future performance certification and vesting, generally around 2029. To cover tax obligations upon vesting, 1,275 common shares were withheld at $60.13 per share.
After these transactions and related performance-based adjustments, she directly holds 7,917 shares of Bristol Myers Squibb common stock, in addition to the newly granted performance-based units. The filing reflects routine compensation vesting, new awards, and associated tax withholding rather than open-market buying or selling.
Bristol Myers Squibb executive Karin Shanahan reported multiple equity compensation transactions. On March 10, 2026, she exercised or converted derivative awards into 25,501 shares of common stock and received new grants of 21,224 market share units and 31,837 performance shares.
The filing shows 7,760 shares of common stock were withheld at $60.13 per share to cover tax obligations upon vesting. After these routine compensation-related events and adjustments, Shanahan directly held 24,273 shares of common stock and indirectly held 1,278.64 shares through the BMS Savings and Investment Program.
Bristol Myers Squibb executive vice president and chief research officer Robert M. Plenge reported multiple equity-compensation events in company stock. On March 10, 2026, prior market share units and performance shares vested and were exercised into a total of 17,501 shares of common stock, with 4,535 shares withheld at $60.13 per share to cover taxes.
Plenge also received new long-term incentives: 17,959 market share units and 26,939 performance share units scheduled to run to 2029, subject to performance certification by the board. Following these transactions, he holds 21,528 shares directly, plus indirect interests of 3,026.38 shares through the BMS Savings and Investment Program and 200 shares in a family trust. All actions reflect compensation vesting, internal adjustments, and tax withholding, with no open-market purchases or sales reported.
Bristol Myers Squibb executive Gregory Scott Meyers reported multiple equity award transactions. He exercised derivative awards covering 25,892 shares of common stock tied to vested market share units from 2022 and 2023 grants and performance shares earned under the 2023-2025 long-term performance award.
The company withheld 6,582 shares at $60.13 per share to cover tax liabilities upon vesting, which is not an open-market sale. Meyers also received new grants of 26,122 market share units and 39,184 performance share units that may convert into common stock based on future performance and Board certification. Following these transactions, he directly holds 30,361 shares of Bristol Myers Squibb common stock.
Bristol Myers Squibb executive Adam Lenkowsky reported multiple stock-based compensation events involving common stock and performance-linked awards. On March 10, 2026, he exercised or settled derivative awards covering 24,071 shares tied to market share units and performance shares, with no open‑market purchases or sales.
The filing shows 7,015 common shares withheld at $60.13 per share to satisfy tax obligations as awards vested. Lenkowsky also received new long-term incentives, including 32,653 market share units and 48,980 performance share units scheduled to run to 2029, all linked to Bristol Myers Squibb common stock.
After these transactions, he directly holds 19,135 shares of common stock, plus indirect holdings of 5,849.47 shares through a BMS savings and investment program and 2,929 shares held by his spouse. Footnotes clarify these events reflect routine vesting, performance adjustments, and tax withholding under the company’s long-term incentive plans.
Bristol Myers Squibb SVP and Controller Phil M. Holzer reported multiple equity award transactions in company stock and units on March 10, 2026. He exercised market share units and performance shares covering 6,191 shares of common stock and received new grants of 5,031 market share units and 7,547 performance share units under long-term incentive programs.
The filing shows vesting and performance-based adjustments to prior awards, along with 1,358 common shares withheld at $60.13 per share to cover tax obligations. Following these compensation-related transactions, Holzer directly holds 17,362 shares of Bristol Myers Squibb common stock.
Bristol Myers Squibb President, Cell Therapy Org. Lynelle Hoch reported multiple equity compensation transactions in company stock. On March 10, 2026, she exercised derivative awards, including market share units and performance shares, converting them into a total of 8,192 shares of common stock.
The filing also shows new grants of 6,531 market share units and 9,796 performance share units, each tied to future performance measurement periods and vesting dates through 2029. A total of 1,391 common shares were withheld at $60.13 per share to cover tax obligations upon vesting. Following these transactions, Hoch directly holds 8,210 shares of Bristol Myers Squibb common stock.