BRISTOL MYERS SQUIBB CO

How Our Directors Are Selected and Elected

Annual Evaluation Process

Our Board recognizes the critical role Board and Committee evaluations play to ensure the effective functioning of the Board. Our Board also believes in the importance of continuously improving the functioning of the Board and Board Committees. Under the leadership and guidance of the Board’s Lead Independent Director, the Committee on Directors and Corporate Governance annually reviews the Board evaluation process. For the last few years, the formal Board evaluation process has included a written questionnaire for the Board and the Board Committees. In addition to the Board and Board Committee questionnaires, for individual Director assessments, the Lead Independent Director engages in one-on-one discussions with each Director regarding, without limitation, governance, Board functioning and effectiveness, interaction with management, meetings and materials, performance, potential board assignments, and Director succession planning. The Lead Independent Director conveys Directors’ feedback on an ongoing basis to the Board Chair and has regular one-on-one discussions with the other members of the Board. The formal 2025 Board and Committee evaluation processes were as follows:

•Board: Directors completed an electronic questionnaire on an unattributed basis responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, and Committee effectiveness. In addition, the Lead Independent Director completed one-on-one individual Director assessments relating to the foregoing topics. The robust feedback and comments from the Directors were anonymously compiled and then presented by the Board Chair and the Lead Independent Director to the full Board for discussion and action. The 2025 Board evaluation was completed in February 2026.

•Committees: Committee members completed an electronic questionnaire, which included questions approved by each Committee chair with topics covering each Committee’s composition, culture, and functioning as well as each Committee’s responsibilities and effectiveness. The results from the questionnaires were compiled and Committee chairs led discussions in executive sessions of their respective committees. Committee chairs then reported to the full Board the results of their respective Committee’s evaluation and any follow-up actions. The 2025 Committee evaluations were completed in February 2026 and reported to the Board in February and March 2026.

10 Bristol Myers Squibb | 2026 Proxy Statement