Amrize (NYSE: AMRZ) holders back board, pay and cash dividends

Rhea-AI Filing Summary

Amrize Ltd reported the results of its 2026 Annual General Meeting, where shareholders approved all major proposals, including financial statements for fiscal 2025 and multiple compensation-related items. Shareholders backed a special cash distribution of USD 0.44 per outstanding share and an ordinary dividend of up to USD 0.44 per outstanding share in up to four installments, returning cash from legal reserves.

Investors strongly supported board members, with each director receiving over 212 million votes in favor, and re-elected Jan Jenisch as chairman. Shareholders also approved maximum aggregate compensation levels for the board and executive management and reappointed Ernst & Young AG as statutory auditor and Ernst & Young LLP for U.S. reporting. Amrize will continue holding annual advisory “say on pay” votes, reflecting the clear preference expressed in the ballot.

Insights

Corporate governance analyst

Shareholders endorsed Amrize’s board, pay practices, and cash returns, signaling broad support.

Shareholders approved the 2025 financial statements and multiple advisory votes on compensation, including the Swiss Statutory Remuneration Report and the Non-Financial Matters Report. Support levels were high, indicating alignment between investors, the board, and management on governance and disclosure.

The AGM also authorized a special dividend of USD 0.44 per share and an ordinary dividend of up to USD 0.44 per share, funded from legal reserves. Board and committee members, including the chairman, were re-elected, with modest opposition on some pay items but no failed proposals.

Reappointment of Ernst & Young and the Independent Voting Representative maintains continuity in audit and voting oversight. Adjustments to Audit Committee membership are incremental, with responsibilities rotating among existing directors rather than signaling a major strategic shift.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Special dividend: USD 0.44 per outstanding share Ordinary dividend: Up to USD 0.44 per outstanding share Approval of 2025 annual report: 240,168,463 votes for +4 more

7 metrics

Special dividend USD 0.44 per outstanding share Special distribution from legal reserves approved at 2026 AGM

Ordinary dividend Up to USD 0.44 per outstanding share Regular distribution from legal reserves, in up to four installments

Approval of 2025 annual report 240,168,463 votes for Proposal 1 shareholder vote on financial statements

Say-on-pay 2025 compensation 220,783,415 votes for Advisory vote on Named Executive Officer pay

Say-on-pay frequency 230,381,468 votes for one year Advisory vote to hold pay votes annually

Chairman re-election support 186,920,403 votes for Re-election of Jan Jenisch as chairman

Auditor reappointment support 239,417,174 votes for Reappointment of Ernst & Young entities for 2026

Key Terms

Special Dividend, Ordinary Dividend, Say on Pay Vote, Swiss Statutory Remuneration Report, +2 more

6 terms

Special Dividend financial

"Approval of a special distribution of legal reserves from capital contribution in the amount of USD 0.44 per outstanding share (the “Special Dividend”)"

A special dividend is a one-time payment made by a company to its shareholders, usually when it has accumulated excess profits or cash. It is like a bonus or a reward for investors, often signaling that the company has extra funds available. This type of dividend matters because it can indicate a company's financial health or a significant change in its cash situation.

Ordinary Dividend financial

"Approval of the regular distribution of legal reserves from capital contribution in the amount of up to USD 0.44 per outstanding share (the “Ordinary Dividend”)"

An ordinary dividend is a routine cash payment a company makes to its shareholders out of regular earnings, paid on a predictable schedule rather than as a one‑time special payout. It matters to investors because it provides ongoing income and signals that a company has steady cash flow and management confidence; think of it like a regular paycheck that helps assess how reliable and attractive a stock is for income-focused investors.

Say on Pay Vote financial

"Advisory vote on the frequency of “Say on Pay Vote.”"

Swiss Statutory Remuneration Report financial

"Advisory vote on the Swiss Statutory Remuneration Report for fiscal year 2025"

Independent Voting Representative regulatory

"Re-election of Advoro Zurich Ltd as Independent Voting Representative"

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes"

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.

Understanding 8-K Material Events →

FALSE000203598900020359892026-04-212026-04-21

_____________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 21, 2026

___________________________________

Amrize Ltd

(Exact name of registrant as specified in its charter)

___________________________________

Switzerland

1-42542

98-1807904

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Grafenauweg 8,

Zug 6300

(Address of principal executive offices, including Zip Code)

+41 41 562 3490

(Registrant’s telephone number, including area code)

N/A

(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

Ordinary Shares, par value $0.01 per share

AMRZ

New York Stock Exchange

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 Annual General Meeting of Shareholders (the “2026 AGM”) of Amrize Ltd (“Amrize” or the “Company”) was held on April 21, 2026. At the 2026 AGM, shareholders voted on the following proposals and cast their votes as follows:

Proposal 1. Approval of the Annual Report, including the consolidated financial statements and the statutory financial statements of Amrize for fiscal year 2025

For						Against						Abstain
240,168,463						47,964						724,080

Proposal 2. Advisory vote to approve the compensation of the Named Executive Officers for fiscal year 2025

For						Against						Abstain									Broker Non-Votes
220,783,415						13,629,752						813,273									5,714,067

Proposal 3. Advisory vote on the frequency of “Say on Pay Vote.” 98% of the votes cast by stockholders were voted, on an advisory basis, in favor of holding future advisory votes on compensation for named executive officers every year. Consistent with the recommendation of Amrize’s Board of Directors (the “Board”) as set forth in Amrize’s proxy statement for the 2026 AGM and the vote of Amrize’s shareholders, Amrize has determined to include a stockholder vote on the compensation of executives in its proxy materials on annual basis until the next required vote on the frequency of shareholder votes on the compensation of executives.

One Year						Two Years						Three Years									Abstain
230,381,468						127,760						2,714,834									2,002,378

Proposal 4. Advisory vote on the Swiss Statutory Remuneration Report for fiscal year 2025

For						Against						Abstain									Broker Non-Votes
221,063,459						13,354,892						808,089									5,714,067

Proposal 5. Advisory vote on the Non-Financial Matters Report for fiscal year 2025

For						Against						Abstain
217,821,855						22,071,119						1,047,533

Proposal 6. Offsetting of accumulated losses for fiscal year 2025

For						Against						Abstain
240,152,626						83,137						704,744

Proposal 7. Approval of a special distribution of legal reserves from capital contribution in the amount of USD 0.44 per outstanding share (the “Special Dividend”)

For						Against						Abstain
239,994,010						299,262						647,235

Proposal 8. Approval of the regular distribution of legal reserves from capital contribution in the amount of up to USD 0.44 per outstanding share (the “Ordinary Dividend”) in up to four (4) installments

For						Against						Abstain
239,971,939						327,326						641,242

Proposal 9. Discharge of the members of the Board and the Executive Management from liability for activities during fiscal year 2025

For						Against						Abstain									Broker Non-Votes
231,346,134						1,053,793						942,689									5,714,067

Proposal 10. Re-election and Election of the Board.

Name						For						Against						Abstain						Broker Non-Votes
Jan Jenisch						212,466,407						22,121,967						638,066						5,714,067
Nick Gangestad						233,324,297						1,227,484						674,659						5,714,067
Dwight Gibson						234,000,959						543,785						681,696						5,714,067
Holli Ladhani						233,783,377						763,385						679,678						5,714,067
Michael E. McKelvy						232,769,435						1,778,026						678,979						5,714,067
Jürg Oleas						232,426,047						2,119,457						680,936						5,714,067
Robert Rivkin						232,817,993						1,722,392						686,055						5,714,067
Katja Roth Pellanda						233,793,355						748,630						684,455						5,714,067
Maria Cristina A. Wilbur						233,780,358						761,740						684,342						5,714,067
Don P. Newman						234,254,861						285,726						685,853						5,714,067
Jacques Wolf Sanche						234,226,378						320,069						679,993						5,714,067

In addition, effective after the filing of the Company's Quarterly Report on Form 10-Q for the first quarter of 2026, (i) Don P. Newman will join the Audit Committee of the Board (the “Audit Committee”) and replace Robert S. Rivkin as the chair of the Audit Committee, (ii) Jacques Wolf Sanche will become a member of the Audit Committee, and (iii) Holli Ladhani will no longer serve as a member of the Audit Committee.

Proposal 11. Re-election of Jan Jenisch as Chairman

For						Against						Abstain									Broker Non-Votes
186,920,403						47,580,897						725,140									5,714,067

Proposal 12. Re-election of the Compensation Committee

Name						For						Against						Abstain						Broker Non-Votes
Nick Gangestad						230,290,212						4,217,992						718,236						5,714,067
Katja Roth Pellanda						230,365,381						4,147,277						713,782						5,714,067
Maria Cristina A. Wilbur						230,377,029						4,134,459						714,952						5,714,067

Proposal 13. Approval of the maximum aggregate compensation for the Board for the period from the 2026 Annual General Meeting to the 2027 Annual General Meeting

For						Against						Abstain									Broker Non-Votes
232,003,641						2,337,243						885,556									5,714,067

Proposal 14. Approval of the maximum aggregate compensation for the Executive Management for fiscal year 2027

For						Against						Abstain									Broker Non-Votes
220,519,854						13,787,600						918,986									5,714,067

Proposal 15. Re-election of Ernst & Young AG as Amrize’s statutory auditors and ratification of the appointment of Ernst & Young LLP as Amrize’s independent registered public accounting firm for U.S. securities law reporting for fiscal year 2026

For						Against						Abstain
239,417,174						172,047						1,351,286

Proposal 16. Re-election of Advoro Zurich Ltd as Independent Voting Representative

For						Against						Abstain
240,248,273						47,417						644,817

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

			AMRIZE LTD
			/s/ Denise Singleton
Date: April 21, 2026			Name:						Denise Singleton
			Title:						Chief Legal Officer and Corporate Secretary

FAQ

What did Amrize (AMRZ) shareholders approve at the 2026 Annual General Meeting?

Shareholders approved Amrize’s 2025 annual and statutory financial statements, multiple advisory compensation items, offsetting accumulated losses, a special dividend, an ordinary dividend framework, director and chairman elections, maximum compensation for the board and executives, auditor reappointments, and the Independent Voting Representative.

What dividends did Amrize (AMRZ) shareholders approve at the 2026 AGM?

Investors approved a special distribution from capital contribution reserves of USD 0.44 per outstanding share and a regular distribution of up to USD 0.44 per outstanding share, payable in up to four installments, both structured as returns of legal reserves rather than ordinary corporate earnings.

How did Amrize (AMRZ) shareholders vote on executive compensation in 2025?

Shareholders cast 220,783,415 votes for, 13,629,752 against, and 813,273 abstentions on the advisory vote approving 2025 compensation for Named Executive Officers, with 5,714,067 broker non-votes, indicating clear but not unanimous support for the company’s executive pay program.

What frequency of say-on-pay votes did Amrize (AMRZ) shareholders prefer?

About 230,381,468 votes supported holding the advisory say-on-pay vote every year, versus 127,760 for two years and 2,714,834 for three years. Amrize will therefore include an annual shareholder vote on executive compensation until the next required frequency vote.

Were Amrize (AMRZ) board members and chairman re-elected at the 2026 AGM?

All nominated directors were elected with strong majorities; for example, most received over 232 million votes in favor. Jan Jenisch was separately re-elected as chairman with 186,920,403 votes for, 47,580,897 against, and 725,140 abstentions, plus 5,714,067 broker non-votes recorded.

Which auditors did Amrize (AMRZ) shareholders reappoint for 2026?

Shareholders re-elected Ernst & Young AG as statutory auditors and ratified Ernst & Young LLP as independent registered public accounting firm for U.S. securities reporting, with 239,417,174 votes for, 172,047 against, and 1,351,286 abstentions on the combined auditor proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB