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AMGEN INC — Proxy Solicitation & Information Statement 2020
Apr 7, 2020
29819_rns_2020-04-07_2934fd26-d58c-4ef6-af45-562319bf6908.zip
Proxy Solicitation & Information Statement
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DEFA14A 1 d907305ddefa14a.htm DEFA14A DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
☑ Filed by the registrant ☐ Filed by a party other than the registrant
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
| ☐ | Definitive Proxy Statement |
| ☑ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
AMGEN INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of filing fee (check the appropriate box): — ☑ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or | |
| other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid | |
| previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: |
SAMPLE
* Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 19, 2020 at 11:00 A.M., Pacific Time.
| AMGEN INC. | Meeting Information — Meeting Type: For holders as of: | Annual Meeting March 20, 2020 |
|---|---|---|
| Date: May 19, 2020 | Time: 11:00 A.M., Pacific Time | |
| Location: | Meeting will be held | |
| solely by remote communication via the Internet-please visit www.virtualshareholdermeeting.com/AMGN2020. | ||
| In light | ||
| of the ongoing developments related to the COVID-19 pandemic, the company will be hosting the meeting solely by remote communication via the Internet. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/AMGN2020 | ||
| and be sure to have the information that is printed in the box marked by the arrow (located on the following page). | ||
| AMGEN INC. ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 ATTN: SECRETARY | You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication | |
| presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the | ||
| proxy materials before voting. | ||
| See the reverse side of this notice to obtain proxy materials and voting | ||
| instructions. |
Before You Vote
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||
|---|---|---|
| NOTICE OF 2020 ANNUAL MEETING PROXY STATEMENT 2019 ANNUAL REPORT | ||
| FORM PROXY CARD | ||
| How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | ||
| How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge | ||
| for requesting a copy. Please choose one of the following methods to make your request: | ||
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | [email protected] |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the | ||
| arrow (located on the following page) in the subject line. | ||
| Requests, instructions and | ||
| other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2020 to facilitate timely delivery. |
How To Vote
Please Choose One of the Following Voting Methods
| Vote By Internet: | |
|---|---|
| Before The Meeting: | |
| ● | Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| During The Meeting: | |
| Go to www.virtualshareholdermeeting.com/AMGN2020. Have the information that is printed in | |
| the box marked by the arrow (located on the following page) available and follow the instructions. | |
| Vote By Mail: You can vote by mail by requesting a paper copy of the | |
| materials, which will include a proxy card. |
| Voting Items |
|---|
| The Board of Directors recommends you |
| vote "FOR" each listed nominee in item #1. |
| | To elect eleven directors to the Board of Directors of Amgen Inc. for a term of office expiring at the 2021 annual meeting of
stockholders. The nominees for election to the Board of Directors are: — 1a. | Dr. Wanda M. Austin |
| --- | --- | --- |
| | 1b. | Mr. Robert A. Bradway |
| | 1c. | Dr. Brian J. Druker |
| | 1d. | Mr. Robert A. Eckert |
| | 1e. | Mr. Greg C. Garland |
| | 1f. | Mr. Fred Hassan |
| | 1g. | Mr. Charles M. Holley, Jr. |
| ● | 1h. | Dr. Tyler Jacks |
| | 1i. | Ms. Ellen J. Kullman |
| | 1j. | Dr. Ronald D. Sugar |
| | 1k. | Dr. R. Sanders Williams |
The Board of Directors recommends you vote “FOR” each of items #2 and #3.
-
Advisory vote to approve our executive compensation.
-
To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2020.
The Board of Directors recommends you vote “AGAINST” the Stockholder Proposal in item #4.
- Stockholder proposal to require an independent board chair.
NOTE: Such other business as may properly come before the meeting or any continuation, postponement, or adjournment thereof.