SEC Form DEFA14A filed by Amgen Inc.

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Amgen Inc.

1 Amgen Center Drive

Thousand Oaks, CA 91320 USA

(805) 447-1000

amgen.com

In 2023, we acquired Horizon, a leading provider of innovative medicines to treat rare inflammatory diseases. The medicines we acquired are all very early in their lifecycles and, by leveraging Amgen’s world-class biologics capabilities, decades of experience in inflammation, and extensive global presence, we believe they have significant growth potential.

Today, our portfolio spans four therapeutic areas: General Medicine; Oncology; Inflammation; and, now, Rare Disease. In each area, we have numerous well-established products currently on the market, promising new innovative medicines advancing through our pipeline, and biosimilars.

In our Oncology pipeline, Amgen was granted three Breakthrough Therapy Designations¹ by the U.S. Food and Drug Administration, or FDA, last year for tarlatamab in small cell lung cancer, BLINCYTO® in acute lymphoblastic leukemia, and LUMAKRAS® in combination with Vectibix® in colorectal cancer.

In General Medicine, a number of our medicines delivered record 2023 sales, including our cholesterol treatment Repatha® and our osteoporosis medicines Prolia® and EVENITY®. In our pipeline for General Medicine, we are rapidly advancing several potentially differentiated treatments for obesity, one of which, maridebart cafraglutide, is currently being studied in a Phase 2 clinical trial.

We accomplished these objectives while maintaining a disciplined approach to capital allocation, investing in our business and returning capital to our stockholders through a growing dividend.

We invested $27.8 billion in a strategic business acquisition, $4.8 billion in research and development, and $1.1 billion in capital expenditures.

We returned $4.6 billion in dividends to stockholders.

Our environmental sustainability goals include achieving carbon neutrality in our operations by 2027, while further reducing our water use by 40% and waste disposed by 75%.²

Our 2027 Scope 1 and 2 carbon emissions and Scope 3 supplier engagement targets have been approved by the Science Based Targets initiative (SBTi), a global body enabling businesses to set emissions reductions targets in line with the goals of the Paris Agreement to limit global warming to 1.5°C above pre-industrial levels.

Our proprietary approach to innovative manufacturing has guided the design and construction of our two new state-of-the-art U.S. facilities in Ohio (recently licensed by the FDA) and North Carolina. In addition to helping to advance our 2027 environmental goals, these new facilities are expected to support our ability to meet the demand for our medicines and bring hundreds of full-time jobs to these regions while expanding our access to diverse talent.

In support of our strategic priority of innovation, our Representation in Clinical Research (RISE) program has advanced our approach to diverse clinical trial design, site selection, and patient enrollment so that our clinical study participants are more characteristic of the broader patient population.

Through the Amgen Safety Net Foundation and our corporate philanthropy, we assist eligible patients around the world to obtain the medicines they need but cannot afford.

The science education programs funded by the Amgen Foundation now reach approximately 25 million students and teachers around the world, helping to inspire the next generation of innovators.

All of our director nominees have senior leadership experience at large organizations, and have gained significant and diverse management experience.

Many of our director nominees also have public company experience, an understanding of corporate governance practices and trends, and bring unique perspectives to the Board.

A number of our director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions.

We have a highly independent Board (11 of our 12 director nominees are independent) and only independent Board members serve on our key standing committees.⁴

Our lead independent director, Robert A. Eckert, has substantial and specific duties and has been elected by our Board to serve as the lead independent director in 2024 subject to his re-election to the Board by stockholders.

A director serving as our CEO should not serve on more than two outside public company boards and no director should serve on more than five public company boards. As part of its nominating process, the Governance and Nominating Committee conducts an annual review of director commitment levels and shares its findings with the Board. Presently, our CEO serves on one outside public company board and no director serves on more than two outside public company boards.

We have a long-standing practice of stockholder engagement throughout the year and at our Annual Meeting. Consistent with prior years’ practices, since our 2023 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising ~51% of our outstanding shares.

In addition to our stockholders electing our Board annually by majority voting and having rights to act by special meeting, written consent, and proxy access, as well as our robust recoupment mechanisms, informed by engagement with our stockholders, we have expanded and enhanced a number of our disclosures, including those related to our: Board gender and racial/ethnic diversity; drug pricing practices; annual Consolidated EEO-1 Report; oversight of political contributions, memberships in trade and industry associations, and lobbying; patents for our five top selling products; and reporting in alignment with several environmental standards and guidelines (including the Sustainability Accounting Standards Board (SASB) standards for our industry).

A substantial majority of our Named Executive Officer, or NEO, compensation is performance-based (including 80% of total target equity, of which 50% are three-year performance awards and 30% are stock options).

Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year for 95% of equity awards granted. Our grants generally vest over four years, with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date.

We have robust stock ownership and retention guidelines.

We have a clawback policy providing for the mandatory recovery from our Section 16 officers, including our NEOs, of erroneously awarded incentive-based compensation including past cash bonuses and performance unit payouts granted, earned, or vested wholly or in part upon the attainment of any financial reporting measure that is the subject of a financial restatement.⁵

We also have strong recoupment provisions that permit a determination that cash incentive awards are not earned and to facilitate the forfeiture and cancellation of unvested or unexercised equity awards.⁶

We pay for performance, and pay outcomes reflect the achievements of our NEOs against our short- and long-term performance.

76% of our CEO’s 2023 target direct compensation and 70% of our other NEOs’ target direct compensation was based solely on our Company’s performance.

91% of our CEO’s 2023 target direct compensation and 83% of our other NEOs’ target direct compensation is “at-risk.”

Our Compensation and Management Development Committee, or Compensation Committee, approves annual Company goals that are designed to focus our NEOs and all of our staff members on delivering our financial and operational objectives to drive annual performance, advance strategic priorities, and position us for longer-term success.

After the successful adoption and delivery of our 2022 ESG goals, our Compensation Committee approved an expanded ESG goal for our 2023 Company performance goals designed to continue to hold ourselves accountable for, and systematically advance towards, our 2027 environmental sustainability goals, to drive measurable achievement of our Representation in Clinical Research (RISE) objectives, and to drive ownership and accountability for our culture of inclusion.