Amgen (NASDAQ: AMGN) investors reject independent chair proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Amgen Inc. reported the results of its annual stockholder meeting held on May 19, 2026. All 12 director nominees were elected, each receiving over 390 million votes in favor with substantial margins over votes against.

Stockholders approved the advisory vote on executive compensation, with 399,315,381 votes for and 11,987,682 against, and ratified Ernst & Young LLP as independent registered public accountants for the 2026 fiscal year with 447,904,443 votes for. A stockholder proposal to require an independent board chairman did not pass, receiving 72,902,413 votes for and 338,465,655 votes against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Directors elected: 12 directors Say-on-pay votes for: 399,315,381 votes Say-on-pay votes against: 11,987,682 votes +3 more

6 metrics

Directors elected 12 directors Each elected to a one-year term ending at the 2027 annual meeting

Say-on-pay votes for 399,315,381 votes Advisory vote to approve executive compensation

Say-on-pay votes against 11,987,682 votes Advisory vote to approve executive compensation

Auditor ratification votes for 447,904,443 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Independent chair proposal votes for 72,902,413 votes Stockholder proposal to require an independent board chairman

Independent chair proposal votes against 338,465,655 votes Stockholder proposal to require an independent board chairman

Key Terms

broker non-votes, advisory vote, independent registered public accountants, independent board chairman

4 terms

broker non-votes financial

"Broker Non-Votes: | 63,739,635"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Item 2 - Advisory Vote to Approve Our Executive Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accountants financial

"Ernst & Young LLP was ratified as the Company’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

independent board chairman financial

"Stockholder Proposal to Require an Independent Board Chairman"

Understanding 8-K Material Events →

05/20/2026 - 04:59 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): May 19, 2026

     

Amgen Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37702	95-3540776
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Amgen Center Drive
Thousand Oaks, California		91320-1799
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (805) 447-1000

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	AMGN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 19, 2026. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Item 1 - Election of Directors

Each of the following 12 nominees for director were elected to serve a one-year term expiring at the Company’s 2027 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.


Name	Votes For	Votes Against	Abstain	Broker Non-Votes
Dr. Wanda M. Austin	408,261,366	4,136,960	541,141	63,739,635
Mr. Robert A. Bradway	390,137,618	20,492,559	2,309,290	63,739,635
Dr. Michael V. Drake	407,302,029	4,797,875	839,563	63,739,635
Dr. Brian J. Druker	409,304,364	3,054,075	581,028	63,739,635
Mr. Robert A. Eckert	393,137,908	19,206,011	595,548	63,739,635
Mr. Greg C. Garland	390,923,223	21,425,903	590,341	63,739,635
Mr. Charles M. Holley, Jr.	402,699,984	9,642,231	597,252	63,739,635
Dr. S. Omar Ishrak	408,204,077	4,139,152	596,238	63,739,635
Dr. Tyler Jacks	400,237,518	12,117,252	584,697	63,739,635
Dr. Mary E. Klotman	407,732,503	4,398,737	808,227	63,739,635
Ms. Ellen J. Kullman	405,340,175	6,775,403	823,889	63,739,635
Ms. Amy E. Miles	406,709,817	5,385,886	843,764	63,739,635

Item 2 - Advisory Vote to Approve Our Executive Compensation

The advisory vote to approve our executive compensation was approved.


For:	399,315,381
Against:	11,987,682
Abstain:	1,636,404
Broker Non-Votes:	63,739,635

Item 3 - Ratification of Selection of Independent Registered Public Accountants

Ernst & Young LLP was ratified as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. No Broker Non-Votes resulted from the vote on this proposal.


For:	447,904,443
Against:	28,209,748
Abstain:	564,911

Item 4 - Stockholder Proposal to Require an Independent Board Chairman

The stockholder proposal to require an independent board chairman was not approved.


For:	72,902,413
Against:	338,465,655
Abstain:	1,571,399
Broker Non-Votes:	63,739,635

No other matters were submitted for stockholder action.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			AMGEN INC.

Date:	May 20, 2026	By:	/s/ Jonathan P. Graham
			Name: Jonathan P. Graham
			Title: Executive Vice President and General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Amgen (AMGN) shareholders decide at the 2026 annual meeting?

Amgen stockholders elected all 12 director nominees, approved the advisory vote on executive compensation, and ratified Ernst & Young LLP as independent auditors for 2026. They did not approve a stockholder proposal to require an independent board chairman.

How did Amgen (AMGN) shareholders vote on executive compensation?

Shareholders approved Amgen’s executive compensation in an advisory vote, with 399,315,381 votes for, 11,987,682 against, and 1,636,404 abstentions. There were 63,739,635 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

Was the independent board chairman proposal approved at Amgen (AMGN)?

No. The stockholder proposal to require an independent board chairman at Amgen was not approved. It received 72,902,413 votes for, 338,465,655 votes against, 1,571,399 abstentions, and 63,739,635 broker non-votes, indicating strong opposition among voting shareholders.

Who was ratified as Amgen’s (AMGN) independent auditor for 2026?

Ernst & Young LLP was ratified as Amgen’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 447,904,443 votes for, 28,209,748 against, and 564,911 abstentions, with no broker non-votes reported on this item.

How strong was support for Amgen (AMGN) director nominees in 2026?

All 12 Amgen director nominees were elected for one-year terms, each receiving over 390 million votes for. Individual support levels varied, but every nominee’s votes for significantly exceeded votes against, with additional broker non-votes reported on the director election items.

Filing Exhibits & Attachments

1 document