Bristol-Myers Squibb Annual Meeting of Stockholders - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

JIM ROBINSON, CHAIRMAN, BRISTOL-MYERS SQUIBB: Good morning, everyone. If I could ask you please to take your seats. I'm Jim Robinson, Chairman of the company and its 10 o'clock and time to call the meeting to order. First I'd like to introduce some of the representatives of the company who are here with us today. At the front table, moving from your left to right, we have Jim Cornelius, Chief Executive Officer, who will co-Chair the meeting with me.

Next to Jim is, Sandra Leung, Senior Vice President, General Counsel and Corporate Secretary. And to Sandra's left is, Andrew Bonfield, Executive Vice President and Chief Financial Officer. Before I introduce our Directors, I want to acknowledge with special thanks Bob Allen and Vance Coffman, who both retire from the Board today. We are very grateful for the dedicated service to our company through the years. We will miss them and we wish them well.

I also want to welcome three new Directors who have joined the Board since last year's meeting. We are very pleased to have them, they are, Michael Grobstein, retired Vice Chairman of Ernst & Young, Vicki L. Sato, Professor of Management Practice at Harvard Business School and Professor of Molecular and Cell Biology at Harvard University. And R. Sanders Williams, Senior Vice Chancellor for Academic Affairs at Duke University Medical Center and Dean of Duke University School of Medicine.

Now let me introduce our other Directors who are here today. Lewis B. Campbell, Chairman and Chief Executive Officer of Textron. Louis J. Freeh, Former Vice Chairman and General Counsel of MBNA Corporation and former Director of the Federal Bureau of Investigation. Laurie H. Glimcher, Professor of Immunology of Harvard School of Public Health and Professor of Medicine at Harvard Medical School. And Leif Johansson, President and Chief Executive Officer of AB Volvo.

I should note that Doctors Sato and Williams along with Laurie -- Dr. Glimcher and Jim Cornelius all serve on our science and technology committee as a Board that was formed last year. This committee, working closely with Elliot Sigal, our Chief Scientific Officer, helps to ensure that the Board is fully involved in overseeing and supporting the development of the company's R&D strategy.

Also here are John Rhodes and Jeff Black, partners of Deloitte & Touche, our 2006 independent public accounting firm. We also have in the audience, a number of the company's other senior executives and officers.

Mrs. Leung, do we have a quorum?

SANDRA LEUNG, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY, BRISTOL-MYERS SQUIBB: Mr. Chairman, I'm pleased to report that a quorum is present, with over 87% of the company's common and preferred stock entitled to vote at this meeting, represented here in person or by proxy.

JIM ROBINSON: Thank you. Now before we continue, I will ask you to make one of our required legal statements. Mrs. Leung?

SANDRA LEUNG: Yes. During this meeting, any statements that are made concerning any subjective financial or other forward-looking information, I refer you to the cautionary factors section of the most recent 10-K report. That document identifies important risk factors that could cause the company's actual results to differ materially from historical or expected results.

JIM ROBINSON: Thank you Sandy. Now before turning the floor over to Jim Cornelius for a review of the business, I'll make a few overall comments. Clearly 2006 was a difficult year for Bristol-Myers Squibb. We experienced significant generic competition with two of our major pharmaceutical products, Pravachol and Plavix. As a result, our company's sales last year were reduced by more than $2 billion and earnings declined sharply.

In the case of Pravachol, our cholesterol lowering medicine, we lost exclusivity in the United States and in several European countries. And we expected that. In the case of Plavix, our antiplatelet therapy that we shared with Sanofi-Aventis, we experienced temporary and unexpected generic competition in the US from Apotex.

As you know, further sale of Apotex's generic product was halted by a court ordered preliminary injunction on August 31. Now we are cautiously optimistic a decision from the court will come later this year and it will affirm our strong belief that our patent on Plavix is valid and has been infringed by Apotex. The decision of course is in the hands of the trial judge.

On the positive side, the company achieved double-digit growth in a number of our key products, launched several promising new products, advanced the robust pipeline and expanded its nutritional and other healthcare businesses. Nevertheless, following the problem with Apotex, and it was a major problem, the Board decided in mid-September to change leadership and appointed Jim Cornelius, Interim CEO.

Jim stepped in at a difficult time for Bristol-Myers Squibb. He moved quickly and decisively, (confidently) to improve operational efficiencies and develop a 2007 plan that would meet or exceed shareholder expectations. He's already left an impressive mark on the company as an effective leader. Last week, we announced that Jim will stay on for two more years as Chief Executive Officer and that is terrific news.

And by way of background, starting last November a search committee of the Board, which I chaired, interviewed several highly qualified and interested candidates for CEO. But as the process evolved, the Board became convinced that Jim was the ideal candidate. In addition to the momentum he already put in place, he had the talent, vision and experience necessary to return this company to a true leadership position in the industry.

Jim's long and successful career in the healthcare arena will serve the company well, as it enters a new era of opportunity and challenges. Previously, Jim served as the CEO of Guidant Corporation, a medical device company and before that as Chief Financial Officer of Eli Lilly and President and CEO of IVAC.

Now as the healthcare environment continues to evolve rapidly, our company must change as well. And Jim has a solid track record of success in driving change, growing businesses and enhancing shareholder value. The Board shares Jim's excitement about the many promising opportunities for Bristol-Myers Squibb going forward. We are delighted Jim has agreed to serve as CEO until our shareholders meeting in 2009. He is the right person at the right time.

Over the past five years, the people at Bristol-Myers Squibb made enormous strides in focusing the company, overcoming significant challenges and creating a more open and transparent culture. Now we look to Jim to lead the next transformational effort, with the goal of helping patients prevail. And I hope you had the opportunity to see our advertising before coming in here. Helping patients prevail and build shareholder value, a clear priority and focus will be growing revenues, increasing margins and improving cash flow.

I'd like to conclude with a word -- few words about our company's commitment to compliance and corporate governance, now and going forward. As you know, over the past two years, Bristol-Myers Squibb has been operating under a deferred prosecution agreement with the US Attorney in New Jersey. During this period, we worked closely with the appointed monitor judge, Frederick Lacey, his counsel and his staff '02 ensure scrupulous adherence to the terms and requirements of the deferred prosecution agreement.

The monitor's role concluded on April 12. A final report reviewing the accomplishments of the company and the monitor's observations will be filed around the end of this month. Barring any unforeseen circumstances, we expect the DPA to expire on June 15.

I want to thank Judge Lacey and his associates for their dedicated work. The company and our shareholders have benefited from their efforts, as the DPA helps us establish a framework a framework that will serve us well going forward.

We now have processes in place, and the right culture to ensure that integrity and compliance remain at the core of all of our business strategies, risk assessments and decisions. Through continuous training and communication, this commitment is embedded throughout the organization. And it will continue to be an ongoing part of our mission and values.

As we move forward …