SEC Form DEFA14A filed by Amgen Inc.
Subsequent to this filing, Amgen Inc. sent the following summary communication to one or more investors and/or proxy advisory firms for their consideration in making their vote recommendations.
Amgen 2026 Proxy Statement Key Highlights
2025 was another year of strong execution, with 10% year-over-year revenue and sales growth, 18 of our products achieving record sales, 14 products exceeding $1 billion in sales, and 13 products delivering double-digit sales growth. We also delivered on an ambitious research and development program agenda, including receiving five important U.S. Food and Drug Administration (FDA) regulatory approvals and advancing the MariTide (maridebart cafraglutide) Phase 3 program in obesity and obesity-related conditions.
Highlights for the year include:
Expansion of our State-of-the-Art Manufacturing and Research and Development Facilities: Following our 2024 announcement of a $1 billion expansion of our North Carolina facilities, we continued to expand our U.S. manufacturing network in 2025, announcing additional investments of $900 million in Ohio and $650 million in Puerto Rico, to support increased drug production and the integration of innovative advanced process development technologies that are designed to significantly increase our yields. These expansions reinforce our long-standing commitment to U.S.-based biomanufacturing and are designed to enhance the resilience and flexibility of our global supply network. In 2025, we also broke ground on a $600 million center for science and innovation in California focused on accelerating our discovery of innovative medicines addressing high unmet medical needs.
Our Commitment to Our Patients and Communities: Through the Amgen Safety Net Foundation (ASNF) and our corporate philanthropy, we assist eligible patients around the world in obtaining the medicines they need but cannot afford. Since 2001, ASNF has provided approximately $19 billion in commercial value of Amgen's medicines at no cost to uninsured or underinsured patients.(2) Additionally, the science education programs funded by the Amgen Foundation have reached over 80 million students and teachers globally to date, helping to inspire the next generation of innovators.
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Voting Matters and Board Recommendations
We are sending this summary in support of Amgen’s Board of Directors’ recommendations for our
2026 Annual Meeting of Stockholders to be held on May 19, 2026.
FOR Each Director Nominee |
Item 1: |
Election of the 12 nominees to serve on our Board until the 2027 annual meeting of stockholders. |
FOR |
Item 2: |
Advisory vote to approve our executive compensation. |
FOR |
Item 3: |
Ratification of Ernst & Young LLP as our independent registered public accountants. |
AGAINST |
Item 4: |
Stockholder proposal to require an independent Board chair, if properly presented at our Annual Meeting. |
Item 1: Our Board recommends “FOR” the election of the 12 director nominees.
Our Board consists of a group of highly qualified leaders in their respective fields. Reflecting our Board’s commitment to refreshment, our Board has appointed eight new directors since 2016 and we have an average Board tenure of ~8 years.
Balanced Board Perspectives
We are committed to corporate governance best practices overseen by our highly experienced and independent Board.
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We have a long-standing practice of stockholder engagement and our Board has a history of responsiveness to stockholder feedback.
Item 2: Our Board recommends “FOR” the advisory vote to approve executive compensation.
We have implemented compensation best practices, including:
Executive compensation is aligned with our business strategy and is performance-based.
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Item 3: Our Board recommends “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accountants.
Our Audit Committee periodically considers whether there should be a rotation of our independent registered public accountants. Each year, the Audit Committee evaluates the qualifications and performance of the independent registered public accountants and determines after such evaluation whether to re-engage the current independent registered public accountants. Based on this evaluation, the Audit Committee believes that the continued retention of our independent registered public accountants is in the best interests of the Company and its stockholders.
Item 4: Our Board recommends “AGAINST” the stockholder proposal to require an independent Board chair.
We are opposing the stockholder proposal to require an independent Board chair for the following reasons:
For the reasons stated above and in the Board response to the stockholder proposal in our proxy statement, our Board strongly and unanimously recommends that you vote "AGAINST" the stockholder proposal. |
Our 2026 Annual Meeting of Stockholders will be held solely by remote communication via the internet. Although the meeting will not be held in person, stockholders will, to the extent possible, be afforded the same rights and opportunities to participate at the virtual meeting similarly to how they would participate at an in-person meeting. Stockholders will have a meaningful opportunity to ask questions. |
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