2023 Annual Meeting of Stockholders
Amgen held its 2023 Annual Meeting of Stockholders on May 19, 2023 virtually. At this meeting, stockholders were asked to vote on various items as included in the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement. Approximately 86.6 percent of outstanding shares were represented at the meeting.
The director nominees Wanda M. Austin, Robert A. Bradway, Michael V. Drake, Brian J. Druker, Robert A. Eckert, Greg C. Garland, Charles M. Holley, Jr., S. Omar Ishrak, Tyler Jacks, Ellen J. Kullman, Amy E. Miles, Ronald D. Sugar, and R. Sanders Williams were each elected to Amgen's Board of Directors. Each director received a majority of the votes cast “For.” With the re-election of all of the director nominees, Amgen currently has 13 directors.
Stockholders approved, on an advisory basis, “one year” for the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation, commonly known as “Say When on Pay.” “One year” received the support of more than 98 percent of the votes cast. Consistent with our Board of Directors’ recommendation in our 2023 proxy statement and the vote of our stockholders, our Board of Directors has determined that the stockholder advisory vote on executive compensation will occur on an annual basis.
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, commonly known as “Say on Pay.” The non-binding proposal gives stockholders the opportunity to endorse or not endorse Amgen’s executive pay programs and policies. Say on Pay received more than 93 percent of the votes cast “For” the proposal.
With more than 94 percent of the votes cast “For,” stockholders ratified Ernst & Young LLP as Amgen's independent registered public accountants for the year ending December 31, 2023.
Counting of Votes
All votes have been tabulated by the inspector of election appointed for the 2023 Annual Meeting of Stockholders. The inspector of election separately tabulated affirmative and negative votes and abstentions and broker “non-votes.” A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares.
With respect to the 2023 Annual Meeting of Stockholders:
- Subject to Amgen’s Amended and Restated Bylaws, the election of directors required a majority of the votes cast. Abstentions and broker non-votes had no effect in determining the election of directors.
- The approval of the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation required the affirmative vote of a majority of the shares present or represented by proxy at the 2023 Annual Meeting of Stockholders and entitled to vote on the matter. Abstentions had the same effect as votes against the proposal and broker non-votes had no effect on the proposal.
- The approval of the advisory vote on our executive compensation required the affirmative vote of a majority of the shares present or represented by proxy at the 2023 Annual Meeting of Stockholders and entitled to vote on the matter. Abstentions had the same effect as votes against the proposal and broker non-votes had no effect on the proposal.
- The ratification of the selection of Ernst & Young LLP as our independent public accountants for the fiscal year ending December 31, 2023 required the affirmative vote of a majority of the shares present or represented by proxy at the 2023 Annual Meeting of Stockholders and entitled to vote on the matter. Abstentions had the same effect as votes against the ratification. There were no broker non-votes in connection with the ratification.
