SEC Form DEFA14A filed by Amgen Inc.
Subsequent to this filing, the following letter was sent by Amgen Inc. to certain institutional holders of our common stock.
We encourage our stockholders to similarly consider this letter when casting their vote.
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320 USA
(805) 447-1000
amgen.com
«DATE»
«SALUTATION» «FIRSTNAME» «LASTNAME»
«COMPANYNAME»
«ADDRESS1»
«ADDRESS2»
«CITY», «STATE» «ZIPCODE»
Dear «SALUTATION» «LASTNAME»:
I want to take a moment to thank you for your investment in Amgen. I typically write around this time of year to provide a short summary of Amgen’s Board of Directors’ recommendations for our Annual Meeting of Stockholders.
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:
(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 intended to treat serious conditions and for which preliminary clinical evidence indicates a 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.
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 manufacturing jobs in the United States 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.
We accomplished these objectives while maintaining a disciplined approach to capital allocation, investing in long-term growth and reducing our debt and returning capital to our stockholders.
Voting Matters and Board Recommendations
By now, you should have received the proxy statement for our upcoming Annual Meeting of Stockholders to be held on May 23, 2025. I would like to ask for your support by voting with the following recommendations of our Board of Directors:
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. |
As you consider your vote, below is a summary of our corporate governance and compensation practices:
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.
We have a long-standing practice of stockholder engagement and our Board has a history of responsiveness to stockholder feedback.
We have implemented compensation best practices, including:
Executive compensation is aligned with our business strategy and is performance-based.
(5) Key standing committees of the Board include the Audit, Compensation and Management Development, Corporate Responsibility and Compliance, and Governance and Nominating Committees.
(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.
Continued retention of Ernst & Young LLP as our independent registered public accountants is in the best interest of the Company and its stockholders.
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 virtually. Although the meeting will not be held in person, we will, of course, afford you the opportunity to participate, including a meaningful opportunity to ask questions.
I realize there are many demands on your time and want to thank you for your attention. We would welcome the opportunity to discuss any of our proxy statement voting matters with you. Please do not hesitate to contact Justin Claeys, Vice President, Investor Relations, by telephone at (805) 447-1060 or via email at [email protected] with any questions.
Sincerely,
Robert A. Bradway
Chairman of the Board,
Chief Executive Officer and President
«SECONDNAME»