Amgen (AMGN) DEFA14AAdditional proxy soliciting materials

We executed key clinical studies and moved six first-in-class molecules into Phase 3 or potentially registration-enabling trials, including TEZSPIRE®¹(in eosinophilic esophagitis), rocatinlimab² (for moderate to severe atopic dermatitis), olpasiran (for patients with elevated lipoprotein(a)), and bemarituzumab, tarlatamab, and LUMAKRAS® for cancer.

We completed our strategic acquisition of ChemoCentryx, Inc. that strengthens our portfolio in inflammation. Through this acquisition, we added TAVNEOS®, a first-in-class treatment for active anti-neutrophil cytoplasmic autoantibody (ANCA)-associated vasculitis, an autoimmune disease that leads to inflammation and eventual destruction of small blood vessels.

In December 2022, we announced our agreement to acquire Horizon Therapeutics plc, a biotechnology company with additional first-in-class biologic medicines that address rare autoimmune diseases, including TEPEZZA®, KRYSTEXXA®, and UPLIZNA®.

We continued to advance our biosimilar programs (with 11 biosimilars in our current portfolio).

We maintained a disciplined approach to capital allocation, investing in our business to drive long-term growth while also returning capital to our stockholders through a growing dividend and share repurchases.

Our environmental sustainability goals, the most recent version of which were set in 2021, include achieving carbon neutrality in our operations by 2027 (while also aiming to further reduce our water

Since its inception, the Amgen Foundation⁴ has contributed approximately $425 million to non-profit organizations around the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways. Through the Amgen Safety Net Foundation⁴ and our corporate philanthropy, we expanded access to investigational therapies and product donations, and have developed patient support programs to assist eligible patients around the world as they seek to obtain the medicines they need.

We increased our focus on diversity, inclusion, and belonging, including by working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research.

Senior leadership experience at large companies and have gained significant and wide-ranging management experience.

Public company experience and an understanding of corporate governance practices and trends.

Extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research in the areas of oncology and cardiology and experience leading important academic institutions.

We have a highly independent Board (12 of our 13 director nominees are independent) and only independent Board members serve on key standing committees.⁵

Our lead independent director, Robert A. Eckert, has substantial and specific duties and has been elected by our Board to serve as the lead independent director in 2023 subject to his re-election to the Board by stockholders.

We are committed to gender diversity. In support of this commitment, the Governance and Nominating Committee and Board currently intend that the next vacancy resulting from a director retirement be filled by a person who meets our Director qualifications and enhances the Board’s gender diversity.

We have a long-standing practice of stockholder engagement throughout the year and at our Annual Meeting. Consistent with prior years’ practices, since our 2022 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising ~51% of our outstanding shares. In addition to these governance-focused outreach activities, we have increased our participation in investor events and engagement sessions by 40% over the past five years.

In addition to our stockholders electing our Board annually by majority voting and having rights to act by special meeting, written consent, and proxy access, as well as our robust recoupment mechanisms, informed by engagement with our stockholders, we have expanded and enhanced a number of our disclosures, including those related to our: Board gender and racial/ethnic diversity; drug pricing practices; annual Consolidated EEO-1 Report; oversight of political contributions, memberships in trade and industry associations, and lobbying; and reporting in alignment with several environmental standards and guidelines (including the Sustainability Accounting Standards Board (SASB) standards for our industry).

Annual votes will facilitate the highest level of accountability to, and communication with, our stockholders; and

An annual vote clearly ties the advisory vote on executive compensation to the current year’s compensation disclosure and avoids the potential for confusion as to which year stockholders are being asked to evaluate and vote on that might exist with a biennial or triennial vote.

A substantial majority of our Named Executive Officer, or NEO, compensation is performance-based (including 80% of total target equity, of which 50% are three-year performance awards and 30% are stock options).

Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year for 95% of equity awards granted. Our grants generally vest over four years, with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date.

We have robust stock ownership and retention guidelines.

We have strong recoupment mechanisms, including a clawback policy that permits recapture of past cash or equity compensation awarded to our executive officers and a recoupment policy that permits a determination that cash incentive awards are not earned and to facilitate the forfeiture and cancellation of unvested or unexercised equity awards.⁶

We pay for performance, and pay outcomes reflect the achievements of our NEOs against our short- and long-term performance.

76% of my 2022 target direct compensation and 70% of our other NEOs’ target direct compensation was based solely on our Company’s performance.

91% of my 2022 target direct compensation and 84% of our other NEOs’ target direct compensation is “at-risk.”

Our Compensation and Management Development Committee, or Compensation Committee, approves annual Company goals that are designed to focus our NEOs and all of our staff members on delivering our financial and operational objectives to drive annual performance, advance strategic priorities, and position us for longer-term success.

After the successful delivery on our ESG goal under our 2021 annual cash incentive plan, our Compensation Committee approved an expanded ESG goal for our 2022 plan designed to hold us accountable for our 2027 environmental sustainability goals and to expand the number of leaders directly responsible for action in support of our diversity, inclusion, and belonging program.

We executed key clinical studies and moved six first-in-class molecules into Phase 3 or potentially registration-enabling trials.

We have continued to advance our biosimilar programs (with 11 biosimilars in our current portfolio).

We generated six new product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans), initiated five first-in-human studies, and we advanced two clinical-stage programs (AMG 133 (a first-in-class multispecific that inhibits the gastric inhibitory polypeptide receptor (GIPR) and activates the glucagon-like peptide 1 (GLP-1) receptor being investigated for obesity) and TAVNEOS (following our acquisition of ChemoCentryx)).

We invested $4.4 Billion in our research and development activity, $3.8 Billion in strategic business acquisitions, and $0.9 Billion in capital projects.

We returned $10.5 Billion to stockholders ($4.2 Billion in dividends and $6.3 Billion in share repurchases).