Shareholders request the preparation of a report, updated annually, disclosing:  1.    Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2.    Payments by BMS used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3.    BMS's membership in and payments to any tax-exempt organization that writes and endorses model legislation. 4.    Description of management's decision-making process and the Board's oversight for making payments described in section 2 above. For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which BMS is a member.    Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.    The report shall be presented to the Committee on Directors and Corporate Governance and posted on BMS's website.    Supporting Statement  Full disclosure of BM S's lobbying activities and expenditures is needed to assess whether BMS's lobbying is consistent with its expressed goals and stockholder interests. BMS spent $61 million from 2010- 2023 on federal lobbying. BMS also lobbies at the state level, spending over $1.9 million on lobbying in California from 2010 - 2023. And BMS lobbies abroad, spending between ?1,000,000 - 1,249,999 on lobbying in Europe for 2023.    Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. 1 BMS sits on the boards of the Chamber of Commerce and the Pharmaceutical Research and Manufacturers of America (PhRMA), which together have spent over $2.4 billion on lobbying since 1998. BMS's trade association disclosure leaves out many memberships in trade associations that lobby, like Biocom California, the Healthcare Distribution Alliance, Healthcare Institute of New Jersey and MassBio. And unlike peer Biogen, BMS's disclosure critically leaves out its payments to social welfare groups, including the Alliance for Patient Access (AfPA), Alliance for Regenerative Medicine, Bay Area Council, Caregiver Action Network and Public Affairs Council.    BMS's lack of disclosure presents reputational risk when its lobbying contradicts company public positions. On company positions, BMS states it is committed to providing access to its prescription medicines at fair prices, yet PhRMA sued the federal government's plan to negotiate Medicare drug prices.2 And BMS funds AfPA, a social welfare group which "claims to be pro-consumer but consistently advocates against policies to lower drug prices"3 and is described as a foil "for the pharmaceutical industry instead of advancing patient interests."4    Improved Bristol-Myers lobbying disclosure will protect the reputation of Bristol-Myers and preserve shareholder value.  1 https :/ /theintercept.com/2 0 I 9 /0 8/06/bus i ness-grou p-spend i ng-on-lobbying-in-wash i ngton-is-at-1 east-dou b le-whats-pub I icly­ reported/.  2 https ://www. centraloregondai ly .com/news/nati on-wor Id/ drugm aker-lob by i ng-group-sues-over-p Ian-to-negotiate-med icare-drug­ prices/ article_ ce2e7741-a721-5875-8f01-f09785144e64.htm l?=/&subcategory=615% 7CCraft+Fairs;  https://news.bloomberglaw.com/health-law-and-business/phrma-to-revive-medicare-drug-price-lawsuit-before-fifth-circuit.  3 https://prospect.org/power/astroturf-campaign-attacks-discount-drug-program-for-poor/.  4 https://apnews.com/article/7c8d0728c38345cd8dfc0fe I abd456ae.