Sector: Health Care
AMGEN INC · Meeting: May 19, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director with strong CEO and science/technology leadership credentials; Amgen's 3-year return of +57% outperforms the peer group median by +10.7pp, well below the 65pp threshold required to trigger a negative vote; no overboarding (2 outside boards), no attendance issues.
Executive director and CEO/Chairman; Amgen's strong positive 3-year TSR of +57% versus peer median gap of +10.7pp does not breach the 65pp underperformance threshold; TSR trigger does not apply; serves on one outside board (Boeing), within the CEO limit of two.
Independent director with extensive medical, scientific, and senior academic leadership experience; joined in 2022 so has meaningful tenure overlap; TSR trigger does not apply given Amgen outperforms peer median over 3 years; no overboarding (no other public boards).
Independent director with pioneering oncology research credentials directly relevant to Amgen's business; no overboarding (no other public boards); TSR trigger does not apply.
Lead independent director with extensive CEO and governance experience; serves on two outside public boards (Levi Strauss — expected to retire August 2026 — and Uber), within the four-board limit for non-executive directors; TSR trigger does not apply.
Independent director with CEO and large-cap industrial company leadership experience; serves on one outside public board (Exxon Mobil); TSR trigger does not apply; no attendance issues.
Independent Audit Committee Chair designated as financial expert, with CFO-level accounting background; serves on two outside public boards (Carrier Global and Phillips 66), within the limit; TSR trigger does not apply.
Independent director with deep healthcare technology and CEO-level experience from Medtronic and GE Healthcare; serves on one listed public board (Allurion Technologies); TSR trigger does not apply.
Independent director with pioneering cancer research expertise directly relevant to Amgen's oncology pipeline; serves on one outside public board (Thermo Fisher Scientific); TSR trigger does not apply.
Independent director who joined in 2024, less than 24 months ago, and is therefore exempt from the TSR trigger under policy; brings medical school dean-level healthcare and scientific expertise highly relevant to Amgen.
Independent Corporate Responsibility and Compliance Committee Chair with extensive CEO and global operations experience; serves on two outside public boards (Dell Technologies and Goldman Sachs), within the limit; TSR trigger does not apply.
Independent Audit Committee financial expert with CFO and CEO-level experience; serves on two outside public boards (Carrier Global and The Gap), within the limit; TSR trigger does not apply.
All 12 nominees pass policy screens: Amgen's 3-year total shareholder return of +57% outperforms the company-disclosed compensation peer group median by +10.7 percentage points, far below the 65pp underperformance threshold required to trigger a negative vote for any director; no director is overboarded; all directors attended at least 75% of meetings; the one director who joined within the past 24 months (Dr. Klotman) is exempt from the TSR trigger; the board discloses a skills matrix; and audit committee members include designated financial experts.
CEO
Robert A. Bradway
Total Comp
$24,693,120
Prior Support
N/A
CEO Robert A. Bradway received total compensation of approximately $24.7 million in 2025, which is within a reasonable range for a large-cap pharmaceutical company CEO given Amgen's $188 billion market cap and strong operational results (10% revenue growth, five FDA approvals, record sales for 18 products). The pay structure is heavily performance-based: roughly 80% of long-term equity awards are tied to performance (three-year performance stock awards plus stock options), annual cash incentives are tied to pre-established financial and pipeline goals, and the 2025 annual incentive paid out at 136% of target reflecting genuine outperformance against plan — not a structural windfall. Amgen's 3-year total shareholder return of +57% outperforms the company-disclosed peer group median of +46.3%, confirming that above-target variable pay is aligned with shareholder experience; a meaningful clawback policy is in place, hedging and pledging are prohibited, and stock ownership requirements are robust (6x salary for the CEO).
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$15,369,000
Non-Audit Fees
$0
The fee table discloses total fees of $15,369,000 with $0 in non-audit fees, producing a non-audit fee ratio of 0% — well within the 50% threshold required for a positive vote. EY is a Big 4 firm appropriate for a company of Amgen's size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy; no material restatements are disclosed.
1 proposal submitted by shareholders
Proposal 4
This proposal asks Amgen to require that the board chair always be an independent director, separate from the CEO role. While an independent chair is a legitimate governance preference, Amgen has built meaningful structural safeguards that substantially address the underlying concern: 11 of 12 directors are independent, the lead independent director has robust and formally defined responsibilities (approving agendas, leading CEO evaluation, presiding over executive sessions, direct stockholder communication), and shareholders retain meaningful rights including written consent, special meeting access, proxy access, and no supermajority provisions. Given these existing protections and Amgen's strong operating and stock performance in 2025, the proposal does not clear the higher bar required for an operational/structural change that would constrain board flexibility without a demonstrated governance failure to correct.
Amgen's 2026 annual meeting presents a straightforward ballot: all 12 director nominees pass policy screens given the company's strong relative total shareholder return versus peers, the compensation program is well-structured with genuinely performance-linked pay that tracked strong 2025 results, Ernst & Young's ratification is unproblematic with zero non-audit fees, and the one stockholder proposal — requiring an independent board chairman — does not clear the bar given Amgen's already-robust independent oversight mechanisms. The overall governance profile is strong, with no material red flags across any of the four proposals.
15 companies disclosed in 2026 proxy filing
