Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Election of 13 directors to serve on our Board for a term of office expiring at the 2017 annual meeting of stockholders.

Ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016.

Advisory vote to approve our executive compensation (Say on Pay).

Stockholder proposal to change the voting standard applicable to non-binding proposals submitted by stockholders.

In 2015, our revenues increased 8% to $21.7 billion and adjusted net income grew 19% to $8 billion⁽¹⁾. Transformation and process improvement efforts drove a four percentage point increase to our adjusted operating margin in 2015 to 48%⁽¹⁾. Free cash flow was $8.5 billion compared to $7.8 billion in 2014, driven by higher revenues and higher operating income.

We executed on an unprecedented number of product launches, with six launches in the oncology and cardiovascular disease therapeutic areas. We successfully introduced differentiating delivery systems and significantly advanced our late-stage pipeline.

Our strong cash flows and balance sheet allowed continued investment for long-term growth through internal research and development and external business development transactions, while simultaneously providing substantial returns to our stockholders. We returned $4.3 billion of capital to our stockholders in 2015, including $2.4 billion in the form of dividends, a 29% increase over 2014, and repurchased ~12 million shares of our common stock during 2015 representing an aggregate value of $1.9 billion.

Our three-year total shareholder return, or TSR, was 97%, significantly outperforming the TSRs of the Standard and Poor’s 500 Index for the same period of 53%.

80% of our long-term incentive, or LTI, equity award grants are performance based.

As a consequence, ~68% of our other Named Executive Officers’⁽²⁾ 2015 target direct compensation and ~74% of my target direct compensation was based solely on our Company’s performance (paid in the form of annual cash incentive awards based on our annual Company performance goals and performance units to be paid based on the Company’s performance over a three-year performance period).

Overall, we target the 50^th percentile, or median, of our peer group for all elements of compensation.

We are mindful of stockholder dilution and the potential dilutive effect is considered in the context of our peer group. The rates at which we grant LTI equity awards and the resulting potential dilutive effect are consistent with our peer group and have decreased over the last five years.

A clawback policy and our incentive cash compensation plans contain recoupment provisions.

Robust stock ownership guidelines.

No defined benefit pension or supplemental executive retirement plan benefits or “above-market” interest on deferred compensation.

No “single-trigger” equity vesting acceleration upon a change of control for restricted stock units and stock options.

We have a highly-engaged, experienced and independent board; 12 of 13 director candidates are independent and five of them joined in the last four years.

We have a lead independent director role with substantial and specific duties, and the independent directors have elected Robert A. Eckert to serve as the lead independent director following the annual meeting.

We have an annually-elected board, utilize majority voting in non-contested elections, provide stockholders with the right to act through a special meeting and by written consent, and, most recently, have implemented a “proxy access” right for stockholders.

We have a long-standing practice of stockholder engagement, and have engaged in outreach activities and discussions with stockholders comprising approximately 52% of our outstanding shares in 2015.

We are a Delaware corporation and (excluding the election of directors) the default voting standard established by Delaware Law governs action by our stockholders and provides that abstention votes are considered shares “entitled to vote.”

Abstention votes are included in the vote count for each management-sponsored proposal, other than election of directors. Our vote count methodology applies identically to management-sponsored proposals and stockholder proposals.

Stockholders are made aware of the treatment and effect of abstentions. Therefore, counting abstention votes effectively honors the intent of our stockholders.

The proponent’s own cited source recognizes the value of abstentions, noting “that some institutional investors abstain on shareholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.”⁽³⁾ This observation is consistent with conversations we have had with a number of our stockholders.

Faced with similar proposals in 2014 and 2015, stockholders overwhelmingly did not support the adoption of the proposed vote counting methodology for all proposals.