Other Matters
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, or Exchange Act, requires our
executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, Reporting Persons), to file reports of ownership and changes in ownership with the Securities and Exchange Commission,
or SEC. Copies of the Section 16 reports are also required to be supplied to the Company and such reports are
available on our website at
www.amgen.com
.
Based solely on our review of the reports filed by Reporting Persons and written representations from certain Reporting Persons that no other reports were required for those
persons, during the year ended December 31, 2017, the Reporting Persons met all applicable Section 16(a) filing requirements.
Stockholder Proposals for
the 2019 Annual Meeting
Stockholder Proposals and Director Nominees for Inclusion in our 2019 Proxy Statement
Proposals Pursuant to Rule
14a-8
.
Pursuant to Rule
14a-8
under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement
and for consideration at our 2019 annual meeting of stockholders. To be eligible for inclusion in our 2019 proxy statement, your proposal must be received by our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks,
California 91320-1799, no later than December 12, 2018, and must otherwise comply with Rule
14a-8
under the Exchange Act. While our Board of Directors, or Board, will consider stockholder proposals, we
reserve the right to omit from our proxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule
14a-8.
Director Nominations Pursuant to Our
Bylaws
.
Our Amended and Restated Bylaws of Amgen Inc., or Bylaws, permit an eligible stockholder, or group of up to 20 eligible stockholders, owning
Amgen stock continuously for at least three years and shares representing an aggregate of at least 3% of our outstanding shares, to nominate and include in Amgens proxy materials director nominees constituting up to the greater of 20% of the
Board or two directors, provided that the stockholder(s) and nominee(s) satisfy the requirements of the Bylaws (Proxy Access). To nominate a director pursuant to Proxy Access at the 2019 annual meeting of stockholders, you must comply
with all of the procedures, information requirements, qualifications and conditions set forth in our Bylaws. A fully compliant nomination notice must be received by us no earlier than November 12, 2018 and no later than December 12, 2018
assuming the date of the 2019 annual meeting of stockholders is not more than thirty days before and not
more than seventy days after the anniversary date of the 2018 Annual Meeting of Stockholders, or Annual Meeting, and such nomination notice must be delivered to our Secretary at our principal
executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799.
Stockholder Proposals and Nominees Brought at the 2019 Annual Meeting Without
Inclusion in our 2019 Proxy Statement
Business Proposals and Nominations Pursuant to our
Bylaws
.
To nominate a director or bring any other business before the stockholders at the 2019 annual meeting of stockholders that will not be included
in our 2019 proxy statement pursuant to Rule
14a-8
or the Proxy Access provisions of our Bylaws, you must comply with all of the procedures, information requirements, qualifications and conditions set forth in
our Bylaws. In addition, assuming the date of the 2019 annual meeting of stockholders is not more than thirty days before and not more than seventy days after the anniversary date of the Annual Meeting, you must notify us in writing and such notice
must be delivered to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 no earlier than January 22, 2019 and no later than February 21, 2019.
You may write to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799, to deliver the
notices discussed above and for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates pursuant to our Bylaws. Also, our Bylaws are filed with the SEC as an exhibit
to our Exchange Act reports and can be accessed through the SECs EDGAR system.
96
ï
2018 Proxy Statement
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy
the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred
to as householding, is also permissible under the General Corporation Law of the State of Delaware and potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers and banks with account holders who are
our
stockholders
will
be
householding
our proxy materials. A single Notice
of
Annual
Meeting
of Stockholders or proxy
statement will be
delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or bank that
it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a
separate proxy statement and annual report, please notify your broker or bank.
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request householding of their communications should contact their broker or bank.
No Incorporation by
Reference
To the extent that this proxy statement is incorporated by reference into any other filing by us under
the Securities Act of 1933 or the Exchange Act, the sections of this proxy statement entitled Audit Committee Report or Compensation Committee Report to the extent permitted by the rules of the SEC will not be
deemed incorporated, unless specifically provided otherwise in such filing.
In addition, references to our website are not intended to function as a hyperlink and the information
contained on our website is not intended to be part of this proxy statement. Information on our website, other than our proxy statement, Notice of Annual Meeting of Stockholders and form of proxy, is not part of the proxy soliciting material
and is not incorporated herein by reference.
Disclaimer
This proxy statement contains statements regarding future individual and Company performance targets and
Company performance goals. These targets and Company performance goals are disclosed in the limited context of our compensation programs and should not be
understood to be statements of managements expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Forward-Looking Statements
This proxy statement contains forward-looking statements that are based on the current expectations and
beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial metrics,
expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes and other such estimates and results. Forward-looking statements involve
significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including our most recent annual report on Form
10-K
and any subsequent periodic reports on Form
10-Q
and Form
8-K.
Unless otherwise noted, Amgen is providing this information
as of the date of this proxy statement and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual results may differ materially from those we project. Our results may be affected by our
ability to successfully market both new and existing
products domestically and internationally, clinical and regulatory developments involving current and future products, sales growth of recently launched products, competition from other products
including biosimilars, difficulties or delays in manufacturing our products and global economic conditions. In addition, sales of our products are affected by pricing pressure, political and public scrutiny and reimbursement policies imposed by
third-party payers, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost
containment. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. We or others could identify safety, side effects or manufacturing
problems with our products, including our devices, after they are on the market. Our business may be impacted by government investigations, litigation and product liability claims. In addition, our business may be impacted by the adoption of new tax
legislation or exposure to additional tax liabilities. If we fail to meet the compliance obligations in the corporate integrity agreement between us and the U.S. government, we could
ï
2018 Proxy Statement
97
become subject to significant sanctions. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be
challenged, invalidated or circumvented by our competitors, or we may fail to prevail in present and future intellectual property litigation. We perform a substantial amount of our commercial manufacturing activities at a few key facilities,
including in Puerto Rico, and also depend on third parties for a portion of our manufacturing activities, and limits on supply may constrain sales of certain of our current products and product candidate development. In addition, we compete with
other companies with respect to many of our marketed products as well as for the discovery and development of new products. Discovery or identification of new product candidates cannot be guaranteed and movement from concept to product is uncertain;
consequently, there can be no guarantee that any particular product candidate will be successful and become a commercial product. Further, some raw materials, medical devices and
component parts for our products are supplied by sole third-party suppliers. Certain of our distributors, customers and payers have substantial purchasing leverage in their dealings with us. The
discovery of significant problems with a product similar to one of our products that implicate an entire class of products could have a material adverse effect on sales of the affected products and on our business and results of operations. Our
efforts to acquire other companies or products and to integrate the operations of companies we have acquired may not be successful. A breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and
availability of our systems and our data. Our stock price is volatile and may be affected by a number of events. Our business performance could affect or limit the ability of our Board of Directors to declare a dividend or our ability to pay a
dividend or repurchase our Common Stock. We may not be able to access the capital and credit markets on terms that are favorable to us, or at all.
Other Matters
The Board knows of no matters
other than those listed in the attached Notice of Annual Meeting of Stockholders that are likely to be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons named on the enclosed proxy
card will vote the proxy in accordance with their best judgment on such matter.
By Order of the Board of Directors
Jonathan P. Graham
Secretary
April 11, 2018
98
ï
2018 Proxy Statement
Appendix A
Amgen Inc. Board of Directors
Guidelines for Director Qualifications and Evaluations
These guidelines set forth (1) the minimum qualifications that the Governance and Nominating Committee of the Board of Directors (the
Committee) of Amgen Inc. (Amgen) believes are important for directors to possess, and (2) a description of the Committees process for identifying and evaluating nominees for director, including nominees recommended
by stockholders. These guidelines are only guidelines and may be waived and/or changed by the Committee and/or the Board of Directors as appropriate.
1.
Candidate Qualifications
In seeking individuals to join the Board of Directors or to fill director vacancies on the Board of Directors, the
Committee considers the following to be minimum qualifications that a candidate must possess:
|
|
Demonstrated breadth and depth of management and leadership experience, preferably in a senior leadership role in a
large or recognized organization;
|
|
|
Financial and/or business acumen or relevant industry or scientific experience;
|
|
|
Integrity and high ethical standards;
|
|
|
Sufficient time to devote to Amgens business as a member of the Board;
|
|
|
Ability to oversee, as a director, Amgens business and affairs for the benefit of Amgens stockholders;
|
|
|
Ability to comply with the Boards Code of Conduct; and
|
|
|
Demonstrated ability to think independently and work collaboratively.
|
In addition, the Committee may consider the following where necessary and appropriate:
|
|
A candidates independence, as defined by The NASDAQ Stock Market, Inc.;
|
|
|
A candidates ability to satisfy the composition requirements for the Audit Committee and the Compensation and
Management Development Committee;
|
|
|
Maintaining a Board that reflects diversity; and
|
|
|
The Boards overall size, structure and composition.
|
2. Candidate Identification and Evaluation Process
(a) For
purposes of identifying nominees for the Board of Directors, the Committee relies on professional and personal contacts of the Committee, other members of the Board of Directors and senior management, as well as candidates recommended by independent
search firms retained by the Committee from time to time. The Committee also will consider candidates recommended by stockholders. Any director nominations submitted by stockholders will be evaluated in the same manner that nominees suggested by
Board members, management or other parties are evaluated.
(b) In evaluating potential candidates, the Committee will determine whether the
candidate is qualified for service on the Board of Directors by evaluating the candidate under the guidelines set forth above and by determining if any individual candidate suits the Committees and the Board of Directors overall
objectives at the time the candidate is being evaluated.
ï
2018 Proxy Statement
A-1
Appendix B
Reconciliations of GAAP to
Non-GAAP
Measures
Amgen Inc.
GAAP to
Non-GAAP
Reconciliations
(Dollars in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
GAAP cost of sales
|
|
$
|
4,069
|
|
|
$
|
4,162
|
|
Adjustments to cost of sales:
|
|
|
|
|
|
|
|
|
Acquisition-related expenses
(a)
|
|
|
(1,126)
|
|
|
|
(1,248)
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to cost of sales
|
|
|
(1,126)
|
|
|
|
(1,249)
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
cost of sales
|
|
$
|
2,943
|
|
|
$
|
2,913
|
|
|
|
|
|
|
|
|
|
|
GAAP cost of sales as a percentage of product sales
|
|
|
18.7%
|
|
|
|
19.0%
|
|
Acquisition-related expenses
(a)
|
|
|
-5.2
|
|
|
|
-5.7
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
cost of sales as a percentage of product
sales
|
|
|
13.5%
|
|
|
|
13.3%
|
|
|
|
|
|
|
|
|
|
|
GAAP research and development expenses
|
|
$
|
3,562
|
|
|
$
|
3,840
|
|
Adjustments to research and development expenses:
|
|
|
|
|
|
|
|
|
Acquisition-related expenses
(a)
|
|
|
(77)
|
|
|
|
(78)
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
(3)
|
|
|
|
(7)
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to research and development expenses
|
|
|
(80)
|
|
|
|
(85)
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
research and development expenses
|
|
$
|
3,482
|
|
|
$
|
3,755
|
|
|
|
|
|
|
|
|
|
|
GAAP research and development expenses as a percentage of product sales
|
|
|
16.3%
|
|
|
|
17.5%
|
|
Acquisition-related expenses
(a)
|
|
|
-0.3
|
|
|
|
-0.3
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
research and development expenses as a percentage of
product sales
|
|
|
16.0%
|
|
|
|
17.2%
|
|
|
|
|
|
|
|
|
|
|
GAAP selling, general and administrative expenses
|
|
$
|
4,870
|
|
|
$
|
5,062
|
|
Adjustments to selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
Acquisition-related expenses
(b)
|
|
|
(99)
|
|
|
|
(180)
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
(2)
|
|
|
|
(5)
|
|
Other
|
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to selling, general and administrative expenses
|
|
|
(104)
|
|
|
|
(185)
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
selling, general and administrative expenses
|
|
$
|
4,766
|
|
|
$
|
4,877
|
|
|
|
|
|
|
|
|
|
|
GAAP selling, general and administrative expenses as a percentage of product sales
|
|
|
22.3%
|
|
|
|
23.1%
|
|
Acquisition-related expenses
(b)
|
|
|
-0.4
|
|
|
|
-0.8
|
|
Certain net charges pursuant to our restructuring initiative
|
|
|
0.0
|
|
|
|
0.0
|
|
Other
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
selling, general and administrative expenses as a
percentage of product sales
|
|
|
21.9%
|
|
|
|
22.3%
|
|
|
|
|
|
|
|
|
|
|
ï
2018 Proxy Statement
B-1
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
GAAP operating expenses
|
|
$
|
12,876
|
|
|
$
|
13,197
|
|
Adjustments to operating expenses:
|
|
|
|
|
|
|
|
|
Adjustments to cost of sales
|
|
|
(1,126)
|
|
|
|
(1,249)
|
|
Adjustments to research and development expenses
|
|
|
(80)
|
|
|
|
(85)
|
|
Adjustments to selling, general and administrative expenses
|
|
|
(104)
|
|
|
|
(185)
|
|
Certain net charges pursuant to our restructuring initiative
(c)
|
|
|
(83)
|
|
|
|
(24)
|
|
Acquisition-related adjustments
(d)
|
|
|
(292)
|
|
|
|
(4)
|
|
Expense related to legal proceedings
|
|
|
|
|
|
|
(105)
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to operating expenses
|
|
|
(1,685)
|
|
|
|
(1,652)
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
operating expenses
|
|
$
|
11,191
|
|
|
$
|
11,545
|
|
|
|
|
|
|
|
|
|
|
GAAP operating income
|
|
$
|
9,973
|
|
|
$
|
9,794
|
|
Adjustments to operating expenses
|
|
|
1,685
|
|
|
|
1,652
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
operating income
|
|
$
|
11,658
|
|
|
$
|
11,446
|
|
|
|
|
|
|
|
|
|
|
GAAP operating income as a percentage of product sales
|
|
|
45.8%
|
|
|
|
44.7%
|
|
Adjustments to cost of sales
|
|
|
5.2
|
|
|
|
5.7
|
|
Adjustments to research and development expenses
|
|
|
0.3
|
|
|
|
0.3
|
|
Adjustments to selling, general and administrative expenses
|
|
|
0.4
|
|
|
|
0.8
|
|
Certain net charges pursuant to our restructuring initiative
(c)
|
|
|
0.4
|
|
|
|
0.2
|
|
Acquisition-related adjustments
(d)
|
|
|
1.4
|
|
|
|
0.0
|
|
Expense related to legal proceedings
|
|
|
0.0
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
operating income as a percentage of product
sales
|
|
|
53.5%
|
|
|
|
52.3%
|
|
|
|
|
|
|
|
|
|
|
GAAP income before income taxes
|
|
$
|
9,597
|
|
|
$
|
9,163
|
|
Adjustments to operating expenses
|
|
|
1,685
|
|
|
|
1,652
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
income before income taxes
|
|
$
|
11,282
|
|
|
$
|
10,815
|
|
|
|
|
|
|
|
|
|
|
GAAP provision for income taxes
|
|
$
|
7,618
|
|
|
$
|
1,441
|
|
Adjustments to provision for income taxes:
|
|
|
|
|
|
|
|
|
Income tax effect of the above adjustments to operating expenses
(e)
|
|
|
538
|
|
|
|
525
|
|
Other income tax adjustments
(f)
|
|
|
(6,120)
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to provision for income taxes
|
|
|
(5,582)
|
|
|
|
589
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
provision for income taxes
|
|
$
|
2,036
|
|
|
$
|
2,030
|
|
|
|
|
|
|
|
|
|
|
GAAP tax as a percentage of income before taxes
|
|
|
79.4%
|
|
|
|
15.7%
|
|
Adjustments to provision for income taxes:
|
|
|
|
|
|
|
|
|
Income tax effect of the above adjustments to operating expenses
(e)
|
|
|
-7.1
|
|
|
|
2.5
|
|
Other income tax adjustments
(f)
|
|
|
-54.3
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to provision for income taxes
|
|
|
-61.4
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
tax as a percentage of income before taxes
|
|
|
18.0%
|
|
|
|
18.8%
|
|
|
|
|
|
|
|
|
|
|
GAAP net income
|
|
$
|
1,979
|
|
|
$
|
7,722
|
|
Adjustments to net income:
|
|
|
|
|
|
|
|
|
Adjustments to income before income taxes, net of the income tax effect
|
|
|
1,147
|
|
|
|
1,127
|
|
Other income tax adjustments
(f)
|
|
|
6,120
|
|
|
|
(64)
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to net income
|
|
|
7,267
|
|
|
|
1,063
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
net income
|
|
$
|
9,246
|
|
|
$
|
8,785
|
|
|
|
|
|
|
|
|
|
|
B-2
ï
2018 Proxy Statement
Amgen Inc.
GAAP to
Non-GAAP
Reconciliations
(In millions, except per share data)
(Unaudited)
The following table presents the
computations for GAAP and
non-GAAP
diluted EPS.
|
|
|
|
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Year ended
December 31, 2017
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Year ended
December 31, 2016
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GAAP
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Non-GAAP
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GAAP
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Non-GAAP
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Net income
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$
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1,979
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$
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9,246
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$
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7,722
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$
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8,785
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Weighted-average shares for diluted EPS
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735
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735
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754
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754
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Diluted EPS
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$
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2.69
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$
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12.58
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$
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10.24
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$
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11.65
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(a)
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The adjustments related primarily to
non-cash
amortization of intangible
assets acquired in business combinations.
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(b)
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The adjustments related primarily to
non-cash
amortization of intangible
assets acquired in business combinations. For the year ended December 31, 2016, the adjustment also included a $73 million charge resulting from the reacquisition of Prolia
®
, XGEVA
®
and Vectibix
®
license agreements in certain markets from Glaxo Group Limited.
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(c)
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For the year ended December 31, 2017, the adjustment related primarily to severance expenses associated with
our restructuring initiative. For the year ended December 31, 2016, the adjustment related primarily to asset-related charges associated with our site closures.
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(d)
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For the year ended December 31, 2017, the adjustment included net charges associated with the discontinuance
of the internal development of AMG 899.
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(e)
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The tax effect of the adjustments between our GAAP and
non-GAAP
results
takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, this results in a tax impact at the U.S. marginal tax rate for certain adjustments, including the majority
of amortization of intangible assets, whereas the tax impact of other adjustments, including restructuring expense, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rate(s) in those
jurisdictions. Due to these factors, the effective tax rate for the adjustments to our GAAP income before income taxes for the year ended December 31, 2017, was 31.9% compared with 31.8% for the corresponding period of the prior year.
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(f)
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For the year ended December 31, 2017, the adjustment related primarily to the impact of U.S. Corporate tax
reform, including the repatriation tax on accumulated foreign earnings and the remeasurement of certain net deferred and other tax liabilities. For the year ended December 31, 2016, the adjustment related to certain acquisition items and prior
period items excluded from GAAP earnings.
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ï
2018 Proxy Statement
B-3
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Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
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Printed on recycled paper
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©
2018 Amgen Inc. All Rights Reserved
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SAMPLE
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NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
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BUSINESS
REPLY MAIL
FIRST-CLASS MAIL PERMIT NO. 67 THOUSAND OAKS
CA
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POSTAGE WILL BE PAID BY ADDRESSEE
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ANNUAL MEETING
AMGEN
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PO BOX 2605
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SEAL BEACH CA 90740-9906
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SAMPLE
Only Amgen Inc. stockholders with admittance tickets will be admitted to the 2018 Annual Meeting of Stockholders. Each stockholder is entitled to one admittance ticket. If you come to the meeting and do not have an
admittance ticket, you will be admitted only upon presentation of proper identification and evidence of stock ownership as of March 23, 2018. Ensuring the 2018 Annual Meeting of Stockholders is safe and productive is our top priority. As such,
failure to follow these admission procedures may result in being denied admission or being directed to view the meeting in an overflow room. Because seating in the main meeting room is limited, and in order to be able to address security concerns,
we reserve the right to direct attendees to view the meeting in an overflow room.
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☐
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Please send me an admittance ticket for the Amgen Inc. 2018 Annual Meeting of Stockholders to be held on Tuesday, May 22, 2018 at 11:00 A.M., local time,
in Westlake Village, California.
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Name
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(Please print)
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Address
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( )
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City
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State
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Zip
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Email
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Telephone No.
(Please provide)
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YOU DO NOT NEED TO RETURN THIS CARD IF YOU DO NOT PLAN TO ATTEND
THE 2018 ANNUAL MEETING OF STOCKHOLDERS.
SAMPLE
SAMPLE ANNUAL MEETING OF STOCKHOLDERS OF AMGEN INC. May 22, 2018 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2018: The Notice of 2018 Annual Meeting of Stockholders, Proxy Statement, Form Proxy Card and 2017 Annual Report are available at http://www.astproxyportal.com/ast/Amgen If you wish to attend the Annual
Meeting, please visit [address has been provided to stockholders directly]. Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign
exactly as your name or names appear on this Proxy Card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney-in-fact, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at
right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. The Board of Directors recommends you vote FOR each listed nominee in
item #1. 1. To elect thirteen directors to the Board of Directors of Amgen Inc. for a term of office expiring at the 2019 annual meeting of stockholders. The nominees for election to the Board of Directors are: Dr. Wanda M. Austin Mr. Robert A.
Bradway Dr. Brian J. Druker Mr. Robert A. Eckert Mr. Greg C. Garland Mr. Fred Hassan Dr. Rebecca M. Henderson Mr. Frank C. Herringer Mr. Charles M. Holley, Jr. Dr. Tyler Jacks Ms. Ellen J. Kullman Dr. Ronald D. Sugar Dr. R. Sanders Williams The
Board of Directors recommends you vote FOR each of items #2 and #3. 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the
fiscal year ending December 31, 2018. The Board of Directors recommends you vote AGAINST the Stockholder Proposal in item #4. 4. Stockholder proposal for an annual report on the extent to which risks related to public concern over drug
pricing strategies are integrated into our executive incentive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the e n v e l o p e p r o v i d e d . FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can
quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
SAMPLE
SAMPLE 0 14475 AMGEN INC. ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799 PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2018 Robert A. Bradway, David W. Meline and Jonathan P. Graham (the Proxy Holders), or any of them, each with the power of substitution, hereby are authorized to represent the
undersigned, with all powers which the undersigned would possess if personally present, to vote the shares of Amgen Inc. Common Stock of the undersigned at the 2018 Annual Meeting of Stockholders of Amgen Inc., to be held on Tuesday, May 22, 2018,
at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, CA 91362, and at any continuation, postponement or adjournment of that meeting, upon and in respect of the following matters and in accordance
with the following instructions, with discretionary authority as to any and all other business that may properly come before the meeting. You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not
mark any boxes if you wish to vote in accordance with the Board of Directors recommendations. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. (Continued and to be signed on the reverse side) This Proxy Card will be
voted as specified or, if no choice is specified, will be voted FOR the election of the named director nominees, FOR the advisory vote to approve our executive compensation, FOR ratification of the selection of Ernst & Young LLP, and AGAINST the
Stockholder Proposal. As of the date hereof, the undersigned hereby acknowledges receipt of the 2018 Proxy Statement and accompanying Notice of 2018 Annual Meeting of Stockholders to be held on May 22, 2018, Form Proxy Card and the 2017 Annual
Report. In their discretion, the Proxy Holders (as defined below) are authorized to vote upon such other matters as may properly come before the 2018 Annual Meeting of Stockholders and at any continuation, postponement or adjournment thereof. The
Board of Directors, at present, knows of no other business to be presented at the 2018 Annual Meeting of Stockholders. By signing this proxy you revoke all prior proxies. This proxy will be governed by the laws of the State of Delaware and federal
securities laws. 1.1
SAMPLE
SAMPLE Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this
Proxy Card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney-in-fact, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address
space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 ANNUAL MEETING OF STOCKHOLDERS OF AMGEN INC. May 22, 2018 INTERNET - Access
www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States
or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM ET the day before the meeting. MAIL - Sign, date and mail your proxy
card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material,
statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope
provided IF you are not voting by telephone or the Internet. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x ------------------ ---------------- COMPANY NUMBER ACCOUNT NUMBER
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2018: The Notice of 2018 Annual Meeting of Stockholders, Proxy Statement, Form Proxy Card and 2017 Annual Report are available at
http://www.astproxyportal.com/ast/Amgen If you wish to attend the Annual Meeting, please visit [address has been provided to stockholders directly]. The Board of Directors recommends you vote FOR each listed nominee in item #1. 1. To
elect thirteen directors to the Board of Directors of Amgen Inc. for a term of office expiring at the 2019 annual meeting of stockholders. The nominees for election to the Board of Directors are: Dr. Wanda M. Austin Mr. Robert A. Bradway Dr. Brian
J. Druker Mr. Robert A. Eckert Mr. Greg C. Garland Mr. Fred Hassan Dr. Rebecca M. Henderson Mr. Frank C. Herringer Mr. Charles M. Holley, Jr. Dr. Tyler Jacks Ms. Ellen J. Kullman Dr. Ronald D. Sugar Dr. R. Sanders Williams The Board of Directors
recommends you vote FOR each of items #2 and #3. 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending
December 31, 2018. The Board of Directors recommends you vote AGAINST the Stockholder Proposal in item #4. 4. Stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies
are integrated into our executive incentive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
SAMPLE
SAMPLE 0 14475 AMGEN INC. ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA 91320-1799 PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2018
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2018 Robert A. Bradway, David W. Meline and Jonathan P. Graham (the Proxy Holders), or any of them, each with the power of substitution, hereby are authorized to represent the
undersigned, with all powers which the undersigned would possess if personally present, to vote the shares of Amgen Inc. Common Stock of the undersigned at the 2018 Annual Meeting of Stockholders of Amgen Inc., to be held on Tuesday, May 22, 2018,
at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Two Dole Drive, Westlake Village, CA 91362, and at any continuation, postponement or adjournment of that meeting, upon and in respect of the following matters and in accordance
with the following instructions, with discretionary authority as to any and all other business that may properly come before the meeting. You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not
mark any boxes if you wish to vote in accordance with the Board of Directors recommendations. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. (Continued and to be signed on the reverse side) This Proxy Card will be
voted as specified or, if no choice is specified, will be voted FOR the election of the named director nominees, FOR the advisory vote to approve our executive compensation, FOR ratification of the selection of Ernst & Young LLP, and AGAINST the
Stockholder Proposal. As of the date hereof, the undersigned hereby acknowledges receipt of the 2018 Proxy Statement and accompanying Notice of 2018 Annual Meeting of Stockholders to be held on May 22, 2018, Form Proxy Card and the 2017 Annual
Report. In their discretion, the Proxy Holders (as defined below) are authorized to vote upon such other matters as may properly come before the 2018 Annual Meeting of Stockholders and at any continuation, postponement or adjournment thereof. The
Board of Directors, at present, knows of no other business to be presented at the 2018 Annual Meeting of Stockholders. By signing this proxy you revoke all prior proxies. This proxy will be governed by the laws of the State of Delaware and federal
securities laws. 1.1