AMGEN INC. | Separate Chair & CEO at AMGEN INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
AMGN
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition, An independent Board Chairman improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances. There was a dispute between AMGN and the proponent of this proposal on whether one page regarding the 2025 version of this proposal was properly submitted to AMGN. The proponent submitted evidence to the Securities and Exchange Commission that the one page was properly submitted to AMGN. This dispute may indicate that AMGN is looking for any technicality to prevent AMGN shareholders from voting on an important shareholder proposal. An independent Board Chairman could also help Amgen (AMGN) deal with headwinds like those that emerged in 2025: Patents for top-selling drugs Prolia® and Xgeva® expired in the U.S. in February 2025. This led to biosimilars launching in the U.S. market and has already caused sales erosion for Xgeva and is expected to result in significant sales declines for both Prolia and Xgeva in the latter half of 2025 and into 2026. Amgen recorded a $400 million intangible asset impairment charge in Q3 2025 related to Otezla psoriasis. This was tied to U.S. government price negotiations under the Inflation Reduction Act, following an $800 million charge for the same issue earlier in 2025. Across its portfolio, AMGN continues to face a negative impact from lower net selling prices and pricing headwinds. AMGN stock experienced a decline following concerns about the tolerability of its promising weight-loss drug candidate, MariTide. Enbrel (etanercept) sales decreased significantly (30% year-over-year in Q3 2025), driven by lower net selling prices due to increased 340B Program mix and the impact of the U.S. Medicare Part D redesign. AMGN continues to carry a high debt-to-equity ratio, and there has been notable negative insider reaction indicated by increased AMGN insider stock sales throughout 2025, which may signal AMGN insider caution about future AMGN prospects.

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