🧾 What This Document Is

This is a DEF 14A, also called a "proxy statement." It's a formal document sent to a company's shareholders ahead of an annual meeting. Its job is to give shareholders the information they need to vote on important company matters.

👉 In simple terms: This is Amgen's official guidebook for its 2026 shareholder meeting. It tells you what's on the ballot, who the leaders are, how much the top executives get paid, and recommends how you should vote.

🏢 What Amgen Does

Amgen is a global biotechnology pioneer. For over 45 years, its mission has been to serve patients. They discover, develop, manufacture, and deliver innovative medicines for serious illnesses.

👉 In simple terms: They are a major drug company focused on complex diseases in areas like cancer, heart disease, and rare conditions. They have both innovative new drugs and biosimilars (versions of existing biologic medicines).

🗳️ The 2026 Annual Meeting: What's on the Ballot

The virtual shareholder meeting is on Tuesday, May 19, 2026, at 11:00 A.M. Pacific Time. Shareholders will vote on four key items:

1. Elect 12 Directors to the Board.
2. Approve Executive Compensation (an advisory, non-binding vote).
3. Ratify Ernst & Young LLP as the company's independent auditor for 2026.
4. Vote on a Stockholder Proposal that would require the Board Chairman to be an independent director (not an employee).

👉 The Board recommends voting FOR the first three items and AGAINST the stockholder proposal.

🏆 2025 Performance Highlights

The company highlights a strong 2025 to justify its leadership and compensation plans. Key achievements include:

• Financial Growth: 10% year-over-year revenue growth. 18 products hit record sales, and 14 products each surpassed $1 billion in sales.
• Pipeline & R&D Success: Received 5 important FDA approvals, including for rare diseases and cancer. Advanced its promising obesity drug, MariTide, into a broad Phase 3 clinical program.
• Major Investments: Announced significant U.S. manufacturing expansions: $900 million in Ohio and $650 million in Puerto Rico, on top of a prior $1 billion investment in North Carolina.

👥 Board of Directors & Governance

The board has 12 nominees for election. The Board is highly independent (11 of 12 are independent directors) and is led by a Lead Independent Director, Robert A. Eckert.

Why this matters: The board's structure is a central point of debate. The company argues its current setup—with CEO Robert Bradway also serving as Chairman, supported by an active Lead Independent Director—provides effective oversight and flexibility. A stockholder proposal is trying to force a split of these roles.

Key Governance Practices:

• Annual election of all directors.
• Proxy access for shareholders.
• No poison pill or supermajority voting rules.
• Robust stockholder engagement (reached investors holding ~59% of shares).

💼 Executive Compensation ("Say on Pay")

Amgen's philosophy is that pay should be tied to performance. A large majority of executive pay is "at risk" (not guaranteed salary).

2025 Performance vs. Goals:

• Financial Performance (60% weight): Scored 86.5% of target. Revenues hit 155.3% of goal.
• Pipeline Progress (30% weight): Scored 33.8% of target.
• Annual Priorities (10% weight): Scored 15.7% of target.
• Final Overall Score: 136% of target, leading to above-target bonus payouts.

What They Do & Don't Do:

• ✅ Do: Use performance-based equity (80% of long-term incentives), have strong clawback policies, and require significant stock ownership.
• ❌ Don't: Allow hedging/pledging of company stock, provide tax gross-ups, or have employment contracts.

🔮 What's Next & The Stockholder Proposal

The company's strategy focuses on advancing its innovative pipeline (like MariTide), executing manufacturing expansion, and maintaining financial discipline.

The major point of contention is the Stockholder Proposal (Item 4) asking for an independent Board Chairman. The Board is against it, arguing:

• Their structure, with a strong Lead Independent Director, ensures independent oversight.
• The 2025 performance demonstrates the current leadership works well.
• Flexibility in board leadership is a strength.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong revenue growth, deep pipeline with multiple catalysts, significant manufacturing investments in the U.S., and a highly qualified board with diverse expertise.
• ⚠️ Risks: The key risk highlighted here is governance debate. The "say on pay" vote and the proposal to split the Chairman/CEO role show some shareholders want changes. Executing on the ambitious MariTide program and maintaining growth amid competition are ongoing operational challenges.

🧠 The Analogy

Think of Amgen as a championship sports team. The Board of Directors is the coaching and front office staff. The CEO, Robert Bradway, is both the Head Coach and the General Manager. Some fans (shareholders) think one person shouldn't have both jobs and want to hire a separate General Manager (an independent Chairman). The team's ownership group (the Board) argues that having one leader in charge has led to a winning season (strong 2025 results) and should continue.

🧩 Final Takeaway

This proxy statement is a referendum on Amgen's leadership and strategy. The company is asking shareholders to endorse its current board and executives by voting for its nominees and approving its compensation plans, while rejecting a proposal to fundamentally change its governance structure. The vote will signal whether investors are satisfied with the performance and direction under the current team.