Amgen Inc DEFA14A, filed Apr 21, 2026
Amgen Inc (AMGN)
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.
«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.
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:
Manufacturing Excellence: 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.
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.
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.
– 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.
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 19, 2026. 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 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. |
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 ~8 years.
Balanced Board Perspectives
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.
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.
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 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 Casey Capparelli, Vice President, Investor Relations, by telephone at (805) 447-1746 or via email at investor.relations@amgen.com with any questions.
Sincerely,
Robert A. Bradway
Chairman of the Board,
Chief Executive Officer and President
«SECONDNAME»