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 2025 Proxy Statement Key Highlights
2024 was another year of strong execution as we delivered record annual sales for twenty-one of our products and an ambitious research and development program agenda across our four therapeutic areas (General Medicine, Rare Disease, Oncology, and Inflammation).
Highlights for the year include:
Manufacturing Excellence: We are investing in our manufacturing network, including our facility in Ohio and our cutting-edge drug plant in North Carolina, to expand our capacity to meet future demand. These facilities incorporate our latest innovative approaches, enabling them to be constructed at lower cost and greater speed as compared to traditional facilities, and cost less to operate with reduced carbon emissions, energy and water requirements and waste. These sites are also creating attractive jobs in our local communities while enabling us to reliably deliver transformative therapies for patients.
Our Commitment to Our Patients and Communities: 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 have reached over 50 million students and teachers globally, helping to inspire the next generation of innovators.
1 Products acquired from our acquisition of Horizon Therapeutics plc (currently known as Horizon Therapeutics Limited) in October 2023.
2 Breakthrough Therapy Designation is a process designed to expedite the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on a clinically significant endpoint.
3 (Ph)-negative National Cancer Institute standard risk B-ALL who have average or higher risk features.
4 TEZSPIRE is being developed in collaboration with AstraZeneca plc.
Voting Matters and Board Recommendations
We are sending this summary in support of Amgen’s Board of Directors’ recommendations for our
2025 Annual Meeting of Stockholders to be held on May 23, 2025.
FOR each Director Nominee |
Item 1: |
Election of the 12 nominees to serve on our Board until the 2026 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. |
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 ~7.2 years.
|
Continuous Board |
8 |
new directors |
|
|
100% |
|
Independent directors on key standing committees |
|
|
Refreshment |
since 2016 |
|
|
|
|
We are committed to corporate governance best practices overseen by our highly experienced and independent Board.
5 Key standing committees of the Board include the Audit, Compensation and Management Development, Corporate Responsibility and Compliance, and Governance and Nominating Committees.
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.
6 Our clawback policy is available on our website at https://wwwext.amgen.com/about/how-we-operate/corporate-governance/amgen-policy-on-recovery-of-erroneously-awarded-compensation and filed in our Form 10-K for the year ended December 31, 2024. Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this document.
7 Granted after December 31, 2020.
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 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.
Our 2025 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.