BRISTOL MYERS SQUIBB CO

Require the Board to adopt a permanent policy separating the offices of Board Chair and Chief Executive Officer so that the Chair is an independent director, with a Lead Director explicitly not serving as a substitute. The proposal permits a temporary interim non-independent Chair while the Board seeks an independent Chair and allows phased implementation at CEO contract renewal or transition. The proponent argues an independent Chair will provide impartial oversight, strengthen management accountability, and enhance shareholder confidence, citing recent clinical trial setbacks, competitive and regulatory pressures, and elevated leverage as illustrative concerns. The requested change would institutionalize independent board leadership to improve governance and long-term strategic oversight.