AMGEN INC 8-K

What Happened Amgen Inc. (AMGN) filed an 8‑K reporting the results of its May 19, 2026 annual meeting. All 12 director nominees were re-elected to one‑year terms, the advisory vote to approve executive compensation was approved, Ernst & Young LLP was ratified as independent auditors for 2026, and a stockholder proposal to require an independent board chair was rejected. The report was signed May 20, 2026 by Jonathan P. Graham, Executive Vice President and General Counsel.

Key Details

• Directors: All 12 nominees elected. Vote totals for individual nominees ranged from about 390.1 million to 409.3 million "For" votes; broker non‑votes were 63,739,635 for director elections. Examples: Dr. Wanda M. Austin — 408,261,366 For; Mr. Robert A. Bradway — 390,137,618 For; Dr. Brian J. Druker — 409,304,364 For.
• Executive compensation (advisory): Approved — For: 399,315,381; Against: 11,987,682; Abstain: 1,636,404; Broker non‑votes: 63,739,635.
• Auditor ratification: Ernst & Young LLP ratified for fiscal 2026 — For: 447,904,443; Against: 28,209,748; Abstain: 564,911 (no broker non‑votes).
• Independent chair proposal: Rejected — For: 72,902,413; Against: 338,465,655; Abstain: 1,571,399; Broker non‑votes: 63,739,635.

Why It Matters These results maintain the current board makeup and corporate governance approach for the coming year. The advisory approval of executive compensation signals shareholder support for Amgen’s pay practices (though advisory and non‑binding). Ratification of Ernst & Young secures continuity of independent external audit oversight for 2026. The defeat of the independent‑chair proposal indicates shareholders did not mandate a change to the board chair structure at this time.