UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.              )

 

 

March 22, 2006

DEAR STOCKHOLDER:

You are invited to attend the Annual Meeting of Stockholders of Amgen Inc. to be held on Wednesday, May 10, 2006, at 2:00 P.M., local time, at the Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401.

At this year’s Annual Meeting you will be asked to: (i) elect four directors; (ii) ratify the selection of the Company’s independent registered public accountants; and (iii) transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof, including the consideration of six stockholder proposals if such proposals are properly presented at the meeting. The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully.

Your Board of Directors unanimously believes that election of its nominees for directors and ratification of its selection of independent registered public accountants are in the best interests of Amgen and its stockholders, and, accordingly, recommends a vote FOR election of the four nominees for directors and the ratification of the selection of Ernst & Young LLP as our independent registered public accountants. The Board of Directors also recommends a vote FOR Stockholder Proposal #6. The Board of Directors unanimously believes that the remaining five stockholder proposals, Stockholder Proposals #1 - 5, are not in the best interests of Amgen and its stockholders, and, accordingly, recommends a vote AGAINST each of these five stockholder proposals.

In addition to the business to be transacted as described above, management will speak on the Company’s developments of the past year and respond to comments and questions of general interest to stockholders.

If you plan to attend the Annual Meeting, you will need an admittance ticket. For instructions on how to obtain an admittance ticket, please read “Information Concerning Voting and Solicitation — Attendance at the Annual Meeting” in the accompanying Proxy Statement.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing the enclosed proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Voting on the Internet or by telephone may not be available to all stockholders. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

 

AMGEN INC.
One Amgen Center Drive
Thousand Oaks, California 91320-1799

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2006

TO THE STOCKHOLDERS OF AMGEN INC.

NOTICE IS HEREBY GIVEN that the 2006 Annual Meeting of Stockholders (the “Annual Meeting”) of Amgen Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 10, 2006, at 2:00 P.M., local time, at the Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401, for the following purposes:

1.                To elect four directors to the Board of Directors (the “Board of Directors”) of the Company for a three-year term of office expiring at the 2009 Annual Meeting of Stockholders;

2.                To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2006; and

3.                To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof, including the consideration of six stockholder proposals, if such proposals are properly presented at the Annual Meeting.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on March 13, 2006, as the record date for the determination of stockholders entitled to notice of, and to vote at, this Annual Meeting and at any continuation, postponement or adjournment thereof.

 

Thousand Oaks, California
March 22, 2006

PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BANK, BROKER OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BANK, BROKER OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM SUCH BANK, BROKER OR OTHER NOMINEE.

AMGEN INC.
One Amgen Center Drive
Thousand Oaks, California 91320-1799

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Amgen Inc., a Delaware corporation (the “Company” or “Amgen”), for use at the 2006 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 10, 2006, at 2:00 P.M. local time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement and in the accompanying Notice of Annual Meeting and any business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Company intends to mail this Proxy Statement and accompanying proxy card on or about March 22, 2006 to all stockholders entitled to vote at the Annual Meeting. The Annual Meeting will be held at the Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401.

Who Can Vote

You are entitled to vote if you were a stockholder of record of Amgen common stock, $.0001 par value (the “Common Stock”) as of the close of business on March 13, 2006. Your shares may be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

Shares Outstanding and Quorum

At the close of business on March 13, 2006, 1,179,161,271 shares of Common Stock were outstanding and entitled to vote. A majority of the outstanding shares of Common Stock, present in person or represented by proxy, will constitute a quorum at the Annual Meeting.

Proxy Card and Revocation of Proxy

You may vote by completing and mailing the enclosed proxy card. If you sign the proxy card but do not specify how you want your shares to be voted, your shares will be voted by the proxy holders named in the enclosed proxy (i) in favor of the election of all of the director nominees, (ii) in favor of ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2006, (iii) in favor of Stockholder Proposal #6 if it is properly presented at the Annual Meeting and (iv) against each of Stockholder Proposals #1 - 5 if they are properly presented at the Annual Meeting. In their discretion, the proxy holders named in the enclosed proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board of Directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. In addition, other than the six stockholder proposals described in this Proxy Statement, no other stockholder proposal or nomination was received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

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If you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record  may revoke a proxy by sending to the Company’s Secretary at the Company’s principal executive office at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A, a written notice of revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting in person and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy. If your shares are held in the name of a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other record holder. Please note that if your shares are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder, your broker, bank or other nominee.

Voting of Shares

Stockholders of record as of the close of business on March 13, 2006 are entitled to one vote for each share of Common Stock held on all matters to be voted upon at the Annual Meeting. You may vote by attending the Annual Meeting and voting in person. You also may vote on the Internet, by telephone or by completing and mailing the enclosed proxy card or the form forwarded by your bank, broker or other holder of record. Voting on the Internet or by telephone may not be available to all stockholders. The Internet and telephone voting facilities will close at 11:59 p.m. E.T. on May 9, 2006. Stockholders who vote through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by the stockholder. Stockholders who vote by Internet or telephone need not return a proxy card or the form forwarded by your bank, broker or other holder of record by mail. If your shares are held by a bank, broker or other nominee, please refer to the instructions they provide for voting your shares. All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. YOUR VOTE IS IMPORTANT.

Counting of Votes

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker “non-votes”. Shares held by persons attending the Annual Meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker “non-votes” will be counted as present for purposes of determining a quorum. 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.

In December 2005, the Board adopted a policy and procedures for a director majority voting standard, a copy of which is set forth on Appendix I to this Proxy Statement. Under the majority voting standard adopted by the Board, if a nominee director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an uncontested election of directors, that director is to tender his or her resignation to the Governance and Nominating Committee of the Board (the “Governance Committee”). The Board, taking into consideration the recommendation of the Governance Committee, will determine whether to accept the resignation. Any decision by the Board with respect to a director nominee who so tenders his or her resignation and an explanation of the process by which the decision was reached will be publicly disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The election of the Company’s directors requires a plurality of the votes cast, so abstentions and broker non-votes will not be counted in determining which nominees received the largest number of votes cast. This means the four nominees for election to the Board at the Annual Meeting who receive the largest number of properly cast “for” votes will be elected as directors, subject to the Company’s majority voting policy. Accordingly, any director so elected but who receives

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a greater number of “withheld” votes than “for” votes will be subject to the majority voting policy and procedures described above and must tender his or her resignation for consideration by the Board.

The ratification of the selection of Ernst & Young LLP requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes will have the same effect as votes against the ratification.

The approval of the six stockholder proposals, if properly presented at the Annual Meeting, require the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes against such proposals, and broker non-votes will have no effect on the result of the votes on such proposals.

Solicitation of Proxies

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by directors, officers or employees of the Company. No additional compensation will be paid to directors, officers or employees for such services. In addition, the Company has retained Georgeson Shareholder Communications, Inc. to assist in the solicitation of proxies for a fee of approximately $9,000, plus reasonable out-of-pocket expenses. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at the offices of the Company at One Amgen Center Drive, Thousand Oaks, California, 91320-1799 for the ten days prior to the Annual Meeting, and also at the Annual Meeting.

Attendance at the Annual Meeting

In order to attend the Annual Meeting, you will need an admittance ticket or proof of ownership of Common Stock as of the close of business on March 13, 2006. To receive an admittance ticket, you will need to complete and return the postage-paid reply card attached to this Proxy Statement. If you elected electronic delivery of this Proxy Statement, you will receive an e-mail with instructions for obtaining an admittance ticket. Each stockholder is entitled to one admittance ticket.

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ITEM 1
ELECTION OF DIRECTORS

Under the Company’s Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board of Directors is divided into three classes, each class consisting, as nearly as possible, of one-third of the total number of directors, with members of each class serving for a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the directors remaining in office, even though less than a quorum. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board of Directors) will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Mr. Franklin P. Johnson, Jr., whose current term as a director will expire upon election of directors at the Annual Meeting, will not stand for re-election. Effective upon the expiration of Mr. Johnson’s term as a director, the authorized number of members of the Board has been set at eleven.

In December 2005, the Board adopted a policy and procedures for a director majority voting standard. Under the majority voting standard adopted by the Board, if a nominee director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an uncontested election of directors, that director is to tender his or her resignation to the Governance Committee. The Board, taking into consideration the recommendation of the Governance Committee, will determine whether to accept the resignation. Any decision by the Board with respect to a director nominee who so tenders his or her resignation and an explanation of the process by which the decision was reached will be publicly disclosed in a Form 8-K filed with the SEC. The election of the Company’s directors requires a plurality of the votes cast, so abstentions and broker non-votes will not be counted in determining which nominees received the largest number of votes cast. This means the four nominees for election to the Board at the Annual Meeting who receive the largest number of properly cast “for” votes will be elected as directors, subject to the Company’s majority voting policy. Accordingly, any director so elected but who receives a greater number of “withheld” votes than “for” votes will be subject to the majority voting policy and procedures described above and must tender his or her resignation for consideration by the Board.

Each share of Common Stock is entitled to one vote for each of the four director nominees. Cumulative voting is not permitted. It is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them for the election of the four nominees named below unless authorization to do so is withheld. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted for the election of a substitute nominee or nominees proposed by the Board of Directors. Each person nominated for election has agreed to serve if elected and the Board of Directors has no reason to believe that any nominee will be unable to serve.

Based upon the recommendation of the Governance Committee, Mr. Frederick W. Gluck, Adm. J. Paul Reason, Dr. Donald B. Rice and Mr. Leonard D. Schaeffer are all nominees for re-election to the Board. Each of the nominees would serve until his successor is elected and qualified, or until such director’s earlier death, resignation or removal. If elected at the Annual Meeting, Mr. Gluck, Adm. Reason, Dr. Rice and Mr. Schaeffer would each serve until the 2009 Annual Meeting of Stockholders.

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Set forth below is biographical information for each nominee and for each person whose term of office as a director will continue after the Annual Meeting. There are no family relationships among any directors of the Company.

Nominees for Election for a Three-Year Term Expiring at the 2009 Annual Meeting of Stockholders

FREDERICK W. GLUCK

Mr. Frederick W. Gluck, age 70, has served as a director of the Company since February 1998. Mr. Gluck is a former managing partner of McKinsey & Company, Inc. (“McKinsey”), an international management consulting firm. From 1967 to 1995, he served with McKinsey and from 1988 to 1994 he led the firm as its Managing Director, when he retired to join Bechtel Group, Inc. (“Bechtel”), an engineering, construction and project management company, where he served as Vice Chairman and Director. Mr. Gluck retired from Bechtel in July 1998. He rejoined McKinsey as a consultant in 1998 and continued in that role until July 2003, when he retired. Mr. Gluck is a director of HCA Inc. and GVI Security Solutions, Inc.

J. PAUL REASON

Admiral J. Paul Reason, USN (Retired), age 65, has served as a director of the Company since January 2001. Since September 2005, he has been Vice Chairman and Director of Metro Machine Corporation, a privately-held ship repair company (“Metro Machine”). From July 2000 to September 2005, he served as President and Chief Operating Officer of Metro Machine. From December 1996 to September 1999, Admiral Reason was a Four Star Admiral and Commander-In-Chief of the U.S. Atlantic Fleet of the U.S. Navy. From August 1994 to November 1996, Admiral Reason served as Deputy Chief of Naval Operations. From June 1965 to July 1994, Admiral Reason served in numerous capacities, both at sea and ashore, in the U.S. Navy. Admiral Reason is a director of Wal-Mart Stores, Inc. and Norfolk Southern Corporation.

DONALD B. RICE

Dr. Donald B. Rice, age 66, has served as a director of the Company since October 2000. Dr. Rice is Chairman of the Board of Agensys, Inc., a private biotechnology company, and has been Chief Executive Officer and President of Agensys, Inc. since its founding in late 1996. From March 1993 until August 1996, Dr. Rice was President and Chief Operating Officer and a director of Teledyne, Inc., a diversified technology-based manufacturing company with major segments in specialty metals and aerospace. Dr. Rice is a director of Wells Fargo & Company, Vulcan Materials Company and Chevron Corporation.

LEONARD D. SCHAEFFER

Mr. Leonard D. Schaeffer, age 60, has served as a director of the Company since March 2004. Mr. Schaeffer is the former Chairman of the Board of Directors of WellPoint Inc., the largest health insurance company in the U.S. From 1992 through 2004 he was Chairman and Chief Executive Officer of WellPoint Health Networks Inc. Mr. Schaeffer was the Administrator of the U.S. Health Care Financing Administration from 1978 to 1980. He is Chairman of the Board of the National Institute for Health Care Management and a member of the Institute of Medicine. Mr. Schaeffer is a director of Allergan, Inc. Mr. Schaeffer was recommended by the Chief Executive Officer when Mr. Schaeffer was appointed in March 2004.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

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Directors Continuing in Office Until the 2007 Annual Meeting of Stockholders

FRANK J. BIONDI, JR.

Mr. Frank J. Biondi, Jr., age 61, has served as a director of the Company since January 2002. Since March 1999, he has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization. From April 1996 to November 1998, Mr. Biondi served as Chairman and Chief Executive Officer of Universal Studios, Inc. From July 1987 to January 1996, Mr. Biondi served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of Cablevision Systems Corp., Harrahs Entertainment, Inc., Hasbro, Inc., The Bank of New York Company, Inc. and Seagate Technology.

JERRY D. CHOATE

Mr. Jerry D. Choate, age 67, has served as a director of the Company since August 1998. From January 1995 to January 1999, Mr. Choate served as Chairman of the Board and Chief Executive Officer of The Allstate Corporation (“Allstate”), an insurance holding company. From August 1994 to January 1995, Mr. Choate served as President and Chief Executive Officer of Allstate and had previously held various management positions at Allstate since 1962. Mr. Choate is a director of Valero Energy Corporation and serves on the Board of Trustees for the Van Kampen Mutual Funds.

FRANK C. HERRINGER

Mr. Frank C. Herringer, age 63, has served as a director of the Company since May 2004. Mr. Herringer has been Chairman of the Board of Transamerica Corporation (“Transamerica”), a financial services company, since 1995. From 1991 to 1999, he served as Chief Executive Officer of Transamerica and from 1986 to 1999 he served as President. From 1999 to 2000, Mr. Herringer served on the Executive Board of Aegon N.V. and as Chairman of the Board of Aegon U.S.A. Mr. Herringer is a director of The Charles Schwab Corporation and Hawaii Biotech, Inc.

GILBERT S. OMENN

Dr. Gilbert S. Omenn, age 64, has served as a director of the Company since January 1987. Since September 1997, he has been Professor of Internal Medicine, Human Genetics and Public Health at the University of Michigan. From September 1997 to July 2002, Dr. Omenn also served as Executive Vice President for Medical Affairs and as Chief Executive Officer of the University of Michigan Health System. From July 1982 to September 1997, Dr. Omenn was the Dean of the School of Public Health and Community Medicine and Professor of Medicine at the University of Washington. Dr. Omenn is a director of Rohm & Haas Co. and OccuLogix, Inc.

Directors Continuing in Office Until the 2008 Annual Meeting of Stockholders

DAVID BALTIMORE

Dr. David Baltimore, age 68, has served as a director of the Company since June 1999. Since October 1997, Dr. Baltimore has been the President of the California Institute of Technology. From July 1995 to October 1997, Dr. Baltimore was an Institute Professor at the Massachusetts Institute of Technology (“MIT”), and from July 1994 to October 1997, the Ivan R. Cottrell Professor of Molecular Biology and Immunology at MIT. Dr. Baltimore is a director of BB Biotech, AG, a Swiss investment company, and MedImmune, Inc. In 1975, Dr. Baltimore was the co-recipient of the Nobel Prize in Medicine.

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JUDITH C. PELHAM

Ms. Judith C. Pelham, age 60, has served as a director of the Company since May 1995. She is currently President Emeritus of Trinity Health, a national system of healthcare facilities, including hospitals, long-term care, home care, psychiatric care, residences for the elderly and ambulatory care, and the third largest Catholic healthcare system in the U.S. From May 2000 to December 2004, Ms. Pelham was President and Chief Executive Officer of Trinity Health. From January 1993 to April 2000, Ms. Pelham was the President and Chief Executive Officer of Mercy Health Services, a system of hospitals, home care, long-term care, ambulatory services and managed care established to carry out the health ministry sponsored by the Sisters of Mercy Regional Community of Detroit. From 1982 to 1992, Ms. Pelham was President and Chief Executive Officer of Daughters of Charity Health Services, Austin, Texas, a network of hospitals, home care and ambulatory services serving central Texas. Ms. Pelham is a director of Hospira, Inc.

KEVIN W. SHARER

Mr. Kevin W. Sharer, age 58, has served as a director of the Company since November 1992. Since May 2000, Mr. Sharer has been Chief Executive Officer and President of the Company and has also been Chairman of the Board since December 2000. From October 1992 to May 2000, Mr. Sharer served as President and Chief Operating Officer of the Company. From April 1989 to October 1992, Mr. Sharer was President of the Business Markets Division of MCI Communications Corporation, a telecommunications company. From February 1984 to March 1989, Mr. Sharer served in numerous executive capacities at General Electric Company. Mr. Sharer is a director of 3M Company and Northrop Grumman Corporation.

Board Independence, Meetings and Committees

The Board maintains charters for each of its standing committees. In addition, the Board has adopted a written set of corporate governance principles and a directors’ code of conduct that generally formalize practices already in place at the Company. To view the charters of the Audit, Compensation and Management Development, Corporate Responsibility and Compliance, and Governance Committees, the corporate governance principles and the Board of Directors’ code of conduct, please visit the Company’s website at www.amgen.com.(1) The Board has determined that all nominees for election to the Board at the Annual Meeting and all current or continuing directors are independent under the listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”), except for Mr. Sharer.

The Audit Committee has sole authority for the appointment, compensation and oversight of the work of the independent registered public accountants, and responsibility for reviewing and discussing, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K and earnings press releases. The Audit Committee carries out its responsibilities in accordance with the terms of its charter. During the year ended December 31, 2005, the Audit Committee met 8 times. Mr. Biondi serves as Chairman and Dr. Baltimore, Messrs. Herringer and Johnson, Dr. Omenn and Ms. Pelham serve as members of the Audit Committee. The Board has determined that each of Messrs. Biondi, Herringer and Johnson is an “audit committee financial expert” as defined by the SEC and each is independent under the listing standards of NASDAQ. All members of the Audit Committee meet the NASDAQ composition requirements, including the requirements regarding financial literacy and financial sophistication.

(1)    This website is not intended to function as a hyperlink, and the information contained on the Company’s website is not intended to be part of this Proxy Statement.

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The Compensation and Management Development Committee (the “Compensation Committee”) is responsible for assessing the overall compensation structure of the Company and for administering and reviewing all executive compensation programs, incentive compensation plans and equity-based plans. Additionally, the Compensation Committee is responsible for reviewing and evaluating the performance of the Company’s executive officers (including the Chief Executive Officer) and setting compensation for executive officers based on such evaluations. The Compensation Committee is also responsible for overseeing succession planning for senior management. During the year ended December 31, 2005, the Compensation Committee met 6 times. Mr. Choate serves as Chairman and Mr. Gluck, Adm. Reason, Dr. Rice and Mr. Schaeffer serve as members of the Compensation Committee.

The Corporate Responsibility and Compliance Committee (the “Compliance Committee”) is responsible for overseeing the Company’s compliance program and for reviewing the Company’s programs in the areas of ethical conduct, environmental protection, health and safety, human resources and government affairs. Additionally, the Compliance Committee monitors political, social and environmental trends and public policy issues that may affect the Company’s business or public image, and reviews the Company’s political and charitable activities. During the year ended December 31, 2005, the Compliance Committee met 4 times. Mr. Schaeffer serves as Chairman and Drs. Baltimore and Omenn, Ms. Pelham and Adm. Reason serve as members of the Compliance Committee.

The Company’s compliance program is designed to promote ethical business conduct and ensure compliance with applicable laws and regulations. The Company has codes of conduct for its Board, staff and suppliers that delineate standards for ethical business conduct and legal and regulatory compliance as well as a business conduct hotline through which anonymous reports of misconduct can be made to the chief compliance officer. The Company’s chief compliance officer, who reports to the Compliance Committee, oversees the ongoing operations of the compliance program. The key objectives of the compliance program operations include providing ongoing compliance training and education, auditing and monitoring of compliance risks, maintaining and promoting the business conduct hotline, conducting investigations, responding appropriately to any compliance violations and taking appropriate steps to detect and prevent recurrence.

The Governance Committee oversees the corporate governance and Board membership matters of the Company. The Governance Committee is responsible for developing and overseeing the Board’s corporate governance principles and a code of conduct applicable to members of the Board, officers and employees of the Company, and for monitoring the independence of the Board. The Governance Committee also determines Board membership qualifications, selects, evaluates, and recommends to the Board nominees to fill vacancies as they arise, reviews the performance of the Board, and is responsible for director education. The Governance Committee maintains, with the approval of the Board, guidelines for selecting nominees to serve on the Board and considering stockholder recommendations for nominees. Such guidelines are included in this Proxy Statement as Appendix II. Stockholders wishing to communicate with the Governance Committee regarding recommendations for director nominees should follow the procedure described in the section of this Proxy Statement entitled “Other Matters — Communication with the Board.” Additionally, the Governance Committee selects and recommends to the Board nominees for appointment as executive officers of the Company. During the year ended December 31, 2005, the Governance Committee met 3 times. Dr. Rice serves as Chairman and Messrs. Choate, Gluck, Herringer and Johnson serve as members of the Governance Committee.

The Executive Committee has all the powers and authority of the Board in the management of the business and affairs of the Company, except with respect to certain enumerated matters including Board composition and compensation, changes to the Company’s charter, or any other matter expressly prohibited by law or the Company’s charter. During the year ended December 31, 2005, the Executive Committee met 3 times. Mr. Sharer serves as Chairman, and Messrs. Biondi, Choate, Johnson, Schaeffer and Dr. Rice serve as members of the Executive Committee.

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The Equity Award Committee approves routine equity-based awards to eligible employees under the Company’s stock-based plans, excluding officers subject to Section 16 of the Securities Exchange Act of 1934, as amended. The Equity Award Committee has the authority to grant equity-based awards within guidelines and pursuant to terms previously established by the Compensation Committee. The Compensation Committee will periodically review equity-based awards granted by the Equity Award Committee. During the year ended December 31, 2005, the Equity Award Committee did not meet, but did take action by written consent. Mr. Sharer served as the sole member of the Equity Award Committee.

The Board of Directors held 10 meetings during the year ended December 31, 2005, and all of the directors attended at least 75% of the total number of meetings of the Board of Directors and committees on which they served. The Board and the Company expect all directors to attend the annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. All members of the Board were present at the 2005 Annual Meeting of Stockholders.

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ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accountants for the year ending December 31, 2006, and has further directed that management submit the selection of independent registered public accountants for ratification by the stockholders at the Annual Meeting. Ernst & Young has audited the Company’s financial statements since the Company’s inception in 1980. A representative of Ernst & Young is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

Stockholder ratification of the selection of Ernst & Young as the Company’s independent registered public accountants is not required by the Bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young to the stockholders for ratification as a matter of corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The vote “FOR” this proposal by the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the selection of Ernst & Young.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM 2.

ITEM 3
STOCKHOLDER PROPOSALS

Certain stockholders have informed the Company that they intend to present the following proposals at the Annual Meeting. If the stockholders or their respective representatives, who are qualified under Delaware law, are present at the Annual Meeting and submit their respective proposals for a vote, then the stockholder proposals will be voted upon at the Annual Meeting. The vote “FOR” a stockholder proposal by the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required for such stockholder proposals to pass.

In accordance with the Federal securities laws, the stockholder proposals and supporting statements are presented below exactly as submitted by the stockholders and are quoted verbatim (including footnotes) and are in italics. The stockholder proposals and supporting statements are presented in the order in which the Company received them from the stockholder proponents. The Company disclaims all responsibility for the content of the proposals and the supporting statements, including footnotes and websites contained in the supporting statements. Any references to a website is not intended to function as a hyperlink, and the information contained on any such website is not intended to be part of this Proxy Statement.

FOR THE REASONS STATED IN THE BOARD’S RESPONSES, WHICH FOLLOW EACH OF THE STOCKHOLDER PROPOSALS, THE BOARD STRONGLY AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” EACH OF STOCKHOLDER PROPOSALS #1 - 5 AND “FOR” STOCKHOLDER PROPOSAL #6.

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Stockholder Proposal #1

The AFSCME Employees Pension Plan, 1625 L Street, NW, Washington, DC 20036, owner of 13,170 shares of Common Stock, has notified the Company that it intends to submit the following proposal at the Annual Meeting:

RESOLVED, that stockholders of Amgen Inc. (“Amgen”) urge the Compensation and Management Development Committee of the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs during their employment, and to report to stockholders regarding the policy before Amgen’s 2007 annual meeting of stockholders. The Committee should define “significant” (and provide for exceptions in extraordinary circumstances) by taking into account the needs and constraints of Amgen and its senior executives; however, stockholders recommend that the Committee not adopt a percentage lower than 75% of net after tax shares. The policy should address the permissibility of transactions such as hedging transactions which are not sales but reduce the risk of loss to the executive.

Supporting Statement

Equity-based compensation makes up a substantial portion of senior executive compensation at Amgen. During fiscal year 2004, Chairman, CEO and President Kevin Sharer received $4,963,954 in salary and bonus, while the stock options he received had a potential future value of $5,448,225 or $12,696,681, depending on the return assumption. During that year, Executive Vice President Dennis Fenton received $1,977,755 in salary and bonus, while receiving restricted stock with a value of $1,257,198 and 75,000 options. For the fiscal years 2000 through 2004, Sharer was granted 3,025,000 options and Fenton received 708,800.

Amgen claims that option grants allow executives to share, along with stockholders, in the long-term performance of the Company. Amgen also touts its Stock Ownership Guidelines (the “Guidelines”), which require executives to hold an amount of stock equal to a specified multiple of base salary (five times base salary, in the case of the CEO), as promoting alignment of executive and stockholder interests. Despite generous equity compensation programs and the adoption of the Guidelines in 2002, neither Sharer nor Fenton currently owns any shares of Amgen stock outright, according to Amgen’s proxy statement for the 2005 annual meeting. (Compliance with the Guidelines is not required until five years after they were adopted or five years after the executives becomes subject to them.)

We believe that a retention ratio like the one urged in this proposal serves stockholder interests better than a stock ownership requirement like the Guidelines. A retention ratio would ensure that the dilution of stockholders’ interests resulting from equity compensation is counterbalanced by increasing executive ownership and alignment. At the same time, a retention ratio provides more flexibility for executives than a stock ownership requirement in the event of a slump in Amgen’s stock price. A 2003 article by compensation consultants Towers Perrin criticized ownership requirements on this ground and suggested the use of a retention ratio instead. (http://www.boardmember.com/network/index.pl?section=1038&article_id=11391&show=article) Similarly, compensation consultant Frederic Cook has stated that “the advantages of the retention ratio make it more attractive than the multiple-of-salary approach for structuring stock ownership  guidelines.” (http://www.fwcook.com/alert_letters/7-25-02RetentionRatioOwnershipGuideline.pdf)

We urge stockholders to vote for this proposal.

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Board Response to Stockholder Proposal #1

The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #1 for the following reasons:

The proponent submitted this same proposal at the 2005 annual meeting and Amgen stockholders solidly rejected it by a margin of almost 2:1. Nevertheless, since that time the Board and management has responded to perceived stockholder concerns about levels of executive stock ownership. As of March 13, 2006, all executive officers met their applicable ownership guidelines, or were on track to achieve their ownership guidelines within the applicable compliance time frame. In particular, Amgen’s CEO, Kevin Sharer, beneficially owned issued and outstanding shares of Amgen common stock in excess of five times his annualized 2005 base salary.*

The Board believes that stock ownership by senior executives serves to align the long-term interests of senior executives and stockholders and sends a positive message to the investment community about senior executive’s commitment to adding to stockholder value. It is for this very reason that in December 2002, the Board adopted stock ownership guidelines (the “Amgen Stock Ownership Guidelines”) for directors and officers of the Company. The Board revisited the Amgen Stock Ownership Guidelines in October 2005 and again determined that they were appropriate for Amgen.

The CEO’s guideline is set at a multiple of five times annualized base salary and the other executive officers of the Company are required to own shares of the Company’s stock equal to three times such officer’s base salary. The other officers of the Company are required to hold a fixed number of shares that is specified in the Amgen Stock Ownership Guidelines, which is scaled to the organizational level of the applicable officer. Additionally, the Amgen Stock Ownership Guidelines require members of the Board of Directors to own shares of the Company’s stock equal in market value to five hundred thousand dollars. Directors and officers are required to comply with the guidelines by the later of five years from the date the guidelines were adopted or five years from the date that they assume a position subject to the guidelines. In most cases, compliance will be required by December 2007. Participants in the Amgen Stock Ownership Guidelines must maintain their required levels of stock holdings for so long as they hold their respective positions at Amgen.

We believe that the Amgen Stock Ownership Guidelines compare favorably to the stock retention policy suggested by the proponent. The Amgen Stock Ownership Guidelines represent a more effective way of aligning the long-term interests of senior executives and stockholders by requiring senior executives to own meaningful levels of stock. The proponent’s proposal prescribes ownership solely through the retention of stock acquired through the Company’s equity compensation plans and as a result provides no guarantee of actual stock ownership by senior executives. The Amgen Stock Ownership Guidelines, by contrast, require ownership of the Company’s securities, which may be acquired through a variety of means, including open market purchases, and set clear and reasonable standards for the amount of stock to be owned by senior executives.

In adopting the Amgen Stock Ownership Guidelines, the Board believes it has struck the right balance between ensuring that our senior executives have a significant equity stake in Amgen’s future while allowing them to prudently manage their financial affairs. We also believe that our compensation policies for our executive officers and directors have been responsibly implemented, and that the Amgen Stock Ownership Guidelines will further align the interests of our executive officers and directors with the long-term interests of stockholders, while still allowing the Board to use equity as an incentive in a balanced approach that supports the recruitment and retention of top talent.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #1.

*                    Valued at $73.59 per share, the Nasdaq closing price on March 13, 2006.

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Stockholder Proposal #2

John C. Harrington, 1001 2nd Street, Suite 325, Napa, CA 94559, owner of 100 shares of Common Stock, has notified the Company that he intends to submit the following proposal at the Annual Meeting:

AMGEN Inc. Executive Compensation

WHEREAS, excesses in executive compensation have become a major issue for stakeholders. Opposition to excessive pay packages continues to mount, particularly among investors angry at compensation seemingly unrelated to financial performance. In fact, many mainstream investors have voted NO on compensation packages they felt were unreasonable. We also believe that boards, in setting executive compensation, should consider social and environmental performance, as well as financial performance.

·        The relationship between compensation and the social responsibility and environmental performance is an important question. For instance, shouldn’t the pay of top officers be reconsidered if the company is found guilty of systematic sexual harassment or race discrimination or poor environmental performance, especially if the result is costly fines or expensive, protracted litigation?

·        Too often top executives have received considerable increases in compensation packages even when the company’s financial performance or social responsibility performance has been mediocre or poor. When compensation is tied to social responsibility, better social responsibility performance will inevitably follow.

·        Business Week reports that executive compensation has skyrocketed from 42 to 1 in 1982 to over 400 times the pay of average employees in 2004.

·        “The size of the CEO compensation is simply out of hand,” said Business Week in an April 22, 2002 editorial. Also the Conference Board issued a September 17, 2002 report acknowledging that executive compensation has become excessive in many instances and bears no relationship to a company’s long-term performance.

·        New York Federal Reserve Bank President, William J. McDonough, said: “CEOs and their boards should simply reach the conclusion that executive pay is excessive and adjust to more reasonable and justifiable levels.”

·        Companies involved in significant downsizing of employees don’t “share the pain,” but escalate executive pay.

·        Many Board compensation committees fall prey to the desire to have their CEO paid in the top quartile of CEOs, thus creating a magnet effect pulling all executive compensation upward, regardless of contribution to shareholder value.

Resolved: The shareholders request the Board Compensation Committee undertake a special executive compensation review and provide a summary report to investors by Summer 2006. The report shall supplement information in the proxy statement.

Questions to be addressed in the review and report shall include:

1.   The rationale for the compensation packages for our top executives, including an explanation of whether the Committee has considered a cap on the size of the compensation package for the future.

2.   How or if executive compensation is compared to the pay package of the average employee and if the increasing ratio between the two over the last decade is taken into account.

3.   How social and environmental performance is integrated into the formula for executive compensation and whether our corporation’s employee downsizing or outsourcing is considered.

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4.   An evaluation of whether our top executive compensation packages (including options, benefits, pension and retirement agreements) are excessive and should be modified.

5.   A summary description of opposition registered by stakeholders to our compensation package.

Board Response to Stockholder Proposal #2

The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #2 for the following reasons:

The Board believes that undertaking the special executive compensation review and stockholder report requested in the proposal is unnecessary as the Compensation Committee’s current executive compensation philosophy and practices are already consistent with the spirit of the proposal and are disclosed annually to stockholders in the Compensation and Management Development Committee Report included in the Company’s proxy statements. The review and report requested in the proposal would add little of substance to the rigorous compensation review process that the Compensation Committee undertakes and could potentially distract the Compensation Committee from its important responsibilities. The proponent submitted this identical proposal in 2005 and it was soundly defeated by stockholders by a margin of 11 to 1 (against:for).

The Compensation Committee, which is composed entirely of directors who are independent under the listing standards of NASDAQ, oversees the Company’s affairs in the areas of compensation plans, policies and programs, especially those regarding executive compensation and employee benefits. The Compensation Committee takes its mandate and responsibilities very seriously and spends the necessary amount of time assessing the overall compensation structure of the Company, reviewing and approving corporate goals and objectives relating to the compensation of executive officers, evaluating the performance of the executive officers and making appropriate recommendations for improving performance. In discharging its duties under Delaware law, the rules and regulations of the SEC and NASDAQ, and the Compensation Committee’s charter, the Compensation Committee considers most, if not all, of the elements identified by the proponent. Additionally, where appropriate, the Compensation Committee makes full use of outside independent experts. However, the Compensation Committee needs flexibility when dealing with executive compensation to ensure that the Company is able to attract and retain key employees in a competitive marketplace. The proponent suggests that a “cap” should be placed on executive compensation packages; we think this would unduly limit the Compensation Committee and would not allow it to fully take into account some of the most important factors in setting executive compensation:  linking executive compensation to company performance, and attracting/retaining qualified individuals.

As more fully described in the Compensation and Management Development Committee Report, the Committee believes that a substantial portion of an executive officer’s compensation should be linked to increasing stockholder value. Accordingly, executive officers receive a market-competitive base salary, a cash bonus that is tied to the Company’s overall performance based on actual results compared to financial, strategic and operational objectives, and long-term incentives such as stock options and restricted stock. In 2004, Amgen launched a Performance Award Program that shifted the mix of long-term incentive compensation such that a significant portion of each executive’s annual long-term incentive grant is aligned with three-year Company performance on growth in both revenue and earnings per share, measured in comparison to both internal targets and to the actual results of other leading biotechnology and pharmaceutical companies over the relevant performance period. This program, in conjunction with significantly reduced stock option grants, is designed to focus executives on both the achievement of sustained superior operating results as well as increases in stockholder value through stock price appreciation.

The Board believes that the current compensation philosophy and practices of the Compensation Committee are consistent with the spirit of the stockholder proposal and that the Compensation Committee effectively and fully discharges its duty under applicable laws and rules. Adopting the stockholder proposal is likely to result in

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inefficient activity that will detract from the more important issues that the Compensation Committee considers on a regular basis.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #2.

Stockholder Proposal #3

William Steiner, 9254 Via Classico East, Wellington, FL 33411, owner of 1,200 shares of Common Stock, has notified the Company that he intends to submit the following proposal at the Annual Meeting:

3 — Redeem or Vote Poison Pill

RESOLVED, Shareholders request that our Board redeem any current or future poison pill, unless such poison pill is subject to a shareholder vote as a separate ballot item, to be held as soon as may be practicable. Charter or bylaw inclusion if practicable.

Thus there would be no loophole to allow exceptions to override a shareholder vote as soon as practicable. Since a vote would be as soon as practicable, it could take place within 4-months of the adoption of a new poison pill. To give our board valuable insight on shareholders’ views of their poison pill, a vote would occur even if a new poison pill was promptly terminated because our board could turnaround and readopt their poison pill.

58% yes-vote

Twenty (20) shareholder proposals on this topic won an impressive 58% average yes-vote in 2005 through late-September. The Council of Institutional Investors www.cii.org formally recommends adoption of this proposal topic.

Progress Begins with One Step

It is important to take one forward step and adopt the above RESOLVED statement since our 2005 governance was not impeccable. For instance in 2005 it was reported (and certain concerns are noted):

·   The Corporate Library (TCL) http://www.thecorporatelibrary.com/ a pro-investor research firm rated our company:

“D” in Overall Board Effectiveness.

“D” in Board Composition.

“D” in CEO Compensation — $10 million in CEO target pay.

“F” in Takeover Defenses.

Overall Governance Risk Assessment = High

·   We had no Independent Chairman and not even a Lead Director — Independent oversight concern.

·   Directors can be elected with one yes-vote from our 1.2 billion shares under plurality voting.

·   We had to marshal a 67% shareholder vote to make certain key governance improvements — Entrenchment concern.

·   Poison pill: Our management was still protected by a poison pill with a low 10% trigger.

·   Mr. Rice was rated a “problem director” by The Corporate Library because he chaired Wells Fargo’s (WFC) director nomination committee which was rated “F” in Board Composition by TCL — Compounded by his service on our Nomination committee.

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·   At Wells Fargo Mr. Rice received, I believe, an alarming 30% against vote based on for and against votes.

·   Mr. Rice also served on the Chevron Board (CVX) rated “D” overall by TCL.

·   Three directors had non-director links to our company — Independence concern — Compounded by giving these 3 directors more power through their 6 seats on our board committees.

·   Two directors had 18 and 25 years tenure — Independence concern — Compounded by assigning them to our key Audit Committee.

·   Directors still had an annual $20,000 donation program — Conflict of interest concern.

Pills Entrench Current Management

“Poison pills . . . prevent shareholders, and the overall market, from exercising their right to discipline management by turning it out. They entrench the current management, even when it’s doing a poor job. They water down shareholders’ votes.”

“Take on the Street” by Arthur Levitt, SEC Chairman, 1993 - 2001

Redeem or Vote Poison Pill
Yes on 3

Board Response to Stockholder Proposal #3

The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #3 for the following reasons:

The Board believes, and independent evidence suggests, that rights plans actually enhance value for stockholders. In particular, according to the following studies:

·  According to the Investor Responsibility Reach Center, an independent source of impartial information on corporate governance and social responsibility issues, worldwide rights plans have been adopted by over 2,200 U.S. companies, consistent with an increasing number of studies demonstrating the economic benefits that rights plans provide for stockholders.

·  Institutional Shareholder Services, Inc., a major institutional stockholder advocacy group, commissioned a study released in February 2004 designed to test the correlation between corporate governance and stockholder value. The study found that companies with strong anti-takeover defenses, including rights plans, achieved higher stockholder returns of three-, five- and ten-year periods, higher return on equity, and higher performance on a number of other key financial and operating statistics.

·  A study by J.P. Morgan (now JP Morgan Chase & Co.), a global financial services provider, published in 2001, analyzing 397 acquisitions of U.S. public companies from 1997 to 2000 where the purchase price exceeded $1 billion, found that companies with rights plans in place received a median premium of 35.9% compared to 31.9% for companies without a rights plan.

·  In addition, a study published in 1997 by Georgeson & Company Inc. (now Georgeson Stockholder Communications, Inc.), a nationally recognized proxy solicitation and investor relations firm, analyzed takeover data between 1992 and 1996 to determine whether rights plans had any measurable impact on stockholder value. The study found that takeover premiums paid to target companies with rights plans were an average of eight percentage points higher than those paid to companies without rights plans, rights plans contributed an additional $13 billion in stockholder value in takeover situations over the study period, and stockholders of acquired companies without rights plans gave up $14.5 billion in potential premiums over the same period. The study also noted that the presence of a rights plan at a target company did not increase

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the likelihood of the withdrawal of a friendly takeover bid or the defeat of a hostile one, and did not reduce the likelihood of a company becoming a takeover target.

Amgen’s current preferred stock rights plan (the “Rights Plan”) is designed to strengthen the Board’s ability, in the exercise of its fiduciary duties, to protect our stockholders’ interests and to ensure that each stockholder is treated fairly in any transaction that involves a change of control of Amgen. The Rights Plan does not prevent suitors from making offers to the Board or our stockholders, nor is it a deterrent to a stockholder’s initiation of a proxy contest. Instead, it is designed to encourage potential purchasers to negotiate directly with the Board and to give the Board sufficient time to evaluate the merits of every takeover proposal it receives, consistent with its fiduciary duties. This affords the Board the ability to respond to acquisition proposals, and the ability to attempt to negotiate a higher bid from a suitor, and flexibility to develop and pursue alternatives that may better enhance stockholder value. The Board believes that as the elected representative of the stockholders, it is in the best position to assess the intrinsic value of Amgen and to negotiate on behalf of all stockholders, evaluate the adequacy of any potential offer, and protect stockholders against potential abuses during the takeover process.

Amgen’s Rights Plan was adopted by the Board in order to enhance its ability, in a manner consistent with its fiduciary duties, to preserve and enhance the value of every stockholder’s investment in Amgen. The Board carefully reviewed the arguments for and against adopting such a plan before making its decision and continues to periodically review the matter, in consultation with outside counsel and financial advisors, to consider whether maintaining the Rights Plan continues to be in the best interests of Amgen stockholders. In fact in 2005, on two separate occasions, the Governance and Nominating Committee of the Board considered whether maintaining the Rights Plan was in the best interests of stockholders and in both instances, including once following receipt of this stockholder proposal, determined that it was.

The Board believes that redemption of the Rights Plan at this time would be premature and would remove any incentive for a potential purchaser to negotiate with the Board, leaving the stockholders unprotected from potentially coercive and unfair offers. In addition, Amgen stockholders should understand that stockholder approval of the adoption or maintenance of our Rights Plan is not required by any applicable law, regulation or rule of the Nasdaq National Market. The stockholder approval process is long and costly, and a requirement to seek stockholder approval for a rights plan could seriously jeopardize Amgen’s negotiating position and leverage in a hostile situation, leaving the stockholders vulnerable to coercive and unfair acquisition tactics.

Finally, it is not clear how giving up the important bargaining tool created by our Rights Plan would respond to any of the corporate governance issues raised by the proponent. The Board is comprised entirely of independent outside directors, with the exception of Amgen’s Chairman and Chief Executive Officer. The Board believes that this independence, in conjunction with the requirement to maintain a majority of independent directors on the Board, and the Board’s duty to act in good faith and in the best interests of Amgen and its stockholders, provides adequate assurance against the Rights Plan being utilized for management entrenchment. In addition:  all of the key committees of the Board consist solely of independent directors; we have adopted a Code of Conduct and Corporate Governance Principles applicable to the Board, each as posted on our website; and the Board evaluates its effectiveness and performance on an annual basis.

Based on the foregoing reasons, the Board believes the proposal is not in the best interests of the Amgen stockholders and recommends a vote against it.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #3.

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Stockholder Proposal #4

Ann Reynolds Mason, 3124 N. Couples Dr., Goodyear, AZ 85338-8674, owner of 200 shares of Common Stock, has notified the Company that she intends to submit the following proposal at the Annual Meeting:

AMGEN Sharedholder Resolution

This Proposal is submitted by Ann Reynolds Mason.

WHEREAS, the Company conducts tests on animals as part of its product research and development; and

WHEREAS, the Company also retains independent laboratories to conduct tests on animals as part of product research and development; and

WHEREAS, abuses in independent laboratories have recently been revealed and disclosed by the media; and

WHEREAS, the Company has no published animal welfare or animal care policy prominently posted on its website; NOW THEREFORE,

BE IT RESOLVED, that the shareholders request that the Board adopt and post an Animal Welfare Policy online which addresses the Company’s commitment to (a) reducing, refining and replacing its use of animals in research and testing, and (b) ensuring superior standards of care for animals who continue to be used for these purposes, both by the Company itself and by all independently retained laboratories, including provisions to ensure that animals’ psychological, social and behavioral needs are met. Further, the shareholders request that the Board issue an annual report to shareholders on the extent to which in-house and contract laboratories are adhering to this policy, including the implementation of the psychological enrichment measures.

Supporting Statement:

The Boards of many companies have adopted and prominently published animal welfare policies on their websites relating to the care of animals used in product research and development. Our Company should be an industry leader with respect to animal welfare issues, and yet it has no publicly available animal welfare policy.

The recent disclosure of atrocities recorded at Covance, Inc. has made the need for a formalized, publicly available animal welfare policy that extends to all outside contractors all the more relevant, indeed urgent. Filmed footage showed primates being subjected to such gross physical abuses and psychological torments that Covance sued to stop PETA Europe from publicizing it. The Honorable Judge Peter Langan, in the United Kingdom, who denied Covance’s petition, stated in his decision that the video was “highly disturbing” and that just two aspects of it, namely the “rough manner in which animals are handled and the bleakness of the surroundings in which they are kept even to a viewer with no particular interest in animal welfare, at least cry out for explanation.”**

Shareholders cannot monitor what goes on behind the closed doors of the animal testing laboratories, so the Company must. Accordingly, we urge the Board to commit to ensuring that basic animal welfare measures are an integral part of our Company’s corporate stewardship.

We urge shareholders to support this Resolution.

**             The case captioned Covance Laboratories Limited v. PETA Europe Limited was filed in the High Court of Justice, Chancery Division, Leeds District Registry, Claim No. 5C 00295. In addition to ruling in PETA’s favor, the Court ordered Covance to pay PETA £50,000 in costs and fees.

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Board Response to Stockholder Proposal #4

The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #4 for the following reasons:

Amgen is supportive of the principles of protecting the welfare of animals that underlies the proposal but believes that the actions proposed by the proponent are unnecessary. Amgen therapeutics have changed the practice of medicine, helping millions of people around the world in the fight against cancer, kidney disease, rheumatoid arthritis, and other serious illnesses. With a broad and deep pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically improve people’s lives. We approach all studies involving animals with the highest level of humane concern. In fact, the care of all the animals in our studies exceeds relevant local, national and international regulations.

Amgen makes every efforts to use in vitro (non-animal) testing wherever y possible. In addition, through our affiliations with industry, government and academic groups, we are working with regulators in an effort to increase the use of alternative models where such alternatives can be used appropriately. We are, however, legally obligated to evaluate potential new medicines rigorously to ensure that, to the greatest extent possible, they have been shown to be safe and effective. In vivo (animal) testing is a necessary and legally mandated component of biomedical research because the complexity of the human or animal body cannot yet be modeled adequately by computer or cell culture systems. However, Amgen is fully committed to replacing in vivo testing with other procedures wherever such tests are scientifically valid and do not comprise patient safety or the effectiveness of our medicines.

Amgen currently has an established corporate policy designed to safeguard the welfare of animals involved in studies conducted by Amgen. Thus, when animal studies are deemed necessary, it is Amgen’s policy that animals are treated humanely, ethically and in accordance with veterinary practices that meet currently accepted laboratory animal care standards to promote their comfort and well-being, that their use is scientifically justified, and that their care and treatment are carefully scrutinized by an effective institutional animal care and use review process. Further, Company facilities are required to meet currently accepted laboratory animal care standards. This policy reflects standards that go beyond those currently mandated by law. In addition, when Amgen employs contract research organizations to conduct studies on its behalf, Amgen imposes oversight over these contractors’ conduct of studies, including specific monitoring of animal welfare concerns. Even prior to receiving this proposal, Amgen had taken steps to formalize and strengthen this oversight into a formal policy that contains standards for animal welfare that also exceed the minimum requirements of law. Amgen is currently in the process of  fully implementing this new formal policy with its contract research organizations.

In addition, the Board has oversight over the Company’s business operations and in particular the Board’s Corporate Responsibility and Compliance Committee would be apprised of significant compliance violations involving the use of animals in the Company’s research and development efforts.

Because of Amgen’s existing efforts, policies and practices, together with the Board and committee oversight, the Board does not believe that this proposal is necessary.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #4.

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Stockholder Proposal #5

The Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fund, 900 Seventh Street, NW, Washington, DC 20001, owner of 47,075 shares of Common Stock, has notified the Company that it intends to submit the following proposal at the Annual Meeting:

RESOLVED: That the shareholders of Amgen Inc. (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.

Supporting Statement

Our Company presently uses the plurality vote standard to elect directors. This proposal requests that the Board initiate a change in the Company’s director election vote standard to provide that nominees for the board of directors must receive a majority of the vote cast in order to be elected or re-elected to the Board.

We believe that a majority vote standard in director elections would give shareholders a meaningful role in the director election process. Under the Company’s current standard, a nominee in a director election can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are “withheld” from that nominee. The majority vote standard would require that a director receive a majority of the vote cast in order to be elected to the Board.

The majority vote proposal received high levels of support last year, winning majority support at Advanced Micro Devices, Freeport McMoRan, Marathon Oil, Marsh and McClennan, Office Depot, Raytheon, and others. Leading proxy advisory firms recommended voting in favor of the proposal.

Some companies have adopted board governance policies requiring director nominees that fail to receive majority support from shareholders to tender their resignations to the board. We believe that these policies are inadequate for they are based on continued use of the plurality standard and would allow director nominees to be elected despite only minimal shareholder support. We contend that changing the legal standard to a majority vote is a superior solution that merits shareholder support.

Our proposal is not intended to limit the judgment of the Board in crafting the requested governance change. For instance, the Board should address the status of incumbent director nominees who fail to receive a majority vote under a majority vote standard and whether a plurality vote standard may be appropriate in director elections when the number of director nominees exceeds the available board seats.

We urge your support for this important director election reform.

Board Response to Stockholder Proposal #5

The Board of Directors recommends a vote “AGAINST” Stockholder Proposal #5 for the following reasons:

The Board has already adopted a policy for a majority voting standard in uncontested elections of directors (the “Majority Voting Policy”), which is set forth at Appendix I of this proxy statement. Under Amgen’s Majority Voting Policy, which was adopted in December 2005, in uncontested elections any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation to the Governance and Nominating Committee. The Governance and Nominating Committee will make a recommendation to the Board whether to accept or reject the tendered resignation. The Board will then take action based on this recommendation, and will publicly disclose an explanation of its decision in a filing with the Securities and Exchange Commission. Any director who tenders

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his or her resignation pursuant to the Majority Voting Policy will be excluded from participation in the related deliberations and actions of the Governance and Nominating Committee and the Board. The Board believes that these procedures ensure that stockholders have meaningful participation in the director election process by requiring the Board and the Governance and Nominating Committee to thoroughly examine each director nominee that receives a greater number of votes “withheld” than votes “for” his or her election and consider whether her or she should not serve as a director of Amgen in light of the stockholder voting results.

Further, while conceptually the approach in the stockholder proposal seems simple, because of current Delaware legal standards and other issues that the proposal does not address, there could be a failure of the proposal to achieve its apparent desired result. On the other hand, the Majority Voting Policy prevents such consequences. For example:

·       The proposal does not address what would happen if an incumbent director nominee in an uncontested election does not receive the requisite majority vote for re-election. Under current Delaware law and Amgen’s bylaws, each director holds office until his or her successor shall have been elected and qualified. Because the proposal does not require the prompt submission of a resignation by such director (which Amgen’s Majority Voting Policy does), an incumbent director that failed to receive a majority vote, although not elected by the stockholders, would nonetheless remain on the Board indefinitely as a “holdover” until a successor was elected by majority vote at a subsequent stockholder meeting or until resignation.

·       In a contested election where there are two or more candidates for a single director position, if majority voting as set forth in the proposal were implemented, there is an increased likelihood that no candidate will receive a majority or greater vote. For example, if a stockholder nominee receives more votes than an incumbent director nominee, but neither nominee receives a majority vote, the incumbent director would remain in office in accordance with Delaware law.

The Board believes that the potential results of the proponent’s proposal would not benefit Amgen stockholders and that the Majority Voting Policy provides a better alternative for implementing a majority voting standard, because of the requirement that Board members who receive more “withheld” votes than “for” votes are required to tender a resignation and because of the review process the Board will engage in, including the public disclosure of the process and outcome.

The Board also believes that the plurality standard is fair and impartial, and as modified by the Majority Voting Policy, serves the best interests of Amgen stockholders. At every election in the last twenty years, all Amgen director nominees have been elected by more than a majority vote. Had the proposal been in effect during those years, it would have had no effect on who was elected to the Board. The proposal’s suggestion that a director nominee can be elected with as little as a single affirmative vote is therefore completely hypothetical and potentially misleading when viewed against the reality that Amgen’s directors are consistently elected with “for” votes exceeding a strong majority of votes cast.

The Board believes that the proposal is unnecessary due to its adoption of the Majority Voting Policy, that the proposal is incomplete and will lead to unintended and undesirable consequences, and the Majority Voting Policy provides a better alternative for ensuring meaningful stockholder participation in director elections. For these reasons, the Board believes that the proposal is not in the best interests of the stockholders and Amgen.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” STOCKHOLDER PROPOSAL #5.

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Stockholder Proposal #6

The Green Century Balanced Fund, 29 Temple Place, Suite 200, Boston, MA 02111, owner of 10,620 shares of Common Stock, has notified the Company that it intends to submit the following proposal at the Annual Meeting:

Stockholder Proposal — Corporate political contributions

RESOLVED, that the shareholders of Amgen (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

1.                 Policies and procedures for political contributions (both direct and indirect) made with corporate funds.

2.                 Monetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code including the following:

a.                 An accounting of the Company’s funds contributed to any of the persons or organizations described above;

b.                 Identification of the person or persons in the Company who participated in making the decisions to contribute.

c.                  The internal guidelines or policies, if any, governing the Company’s political contributions.

This report shall be presented to the board of directors’ audit committee or other relevant oversight committee, and posted on the company’s website to reduce costs to shareholders.

Stockholder Supporting Statements

As long-term shareholders of Amgen, we support policies that apply transparency and accountability to corporate political giving. In our view, such disclosure is consistent with public policy in regard to public company disclosure.

Company executives exercise wide discretion over the use of corporate resources for political purposes. In 2003 - 04, the last fully reported election cycle, Amgen contributed at least $399,000. (Political Money Line: http://politicalmoneyline.com/)

Relying only on the limited data available from the Federal Election Commission and the Internal Revenue Service, the Center for Public Integrity, a leading campaign finance watchdog organization, provides an incomplete picture of the Company’s political donations. Complete disclosure by the company is necessary for the company’s Board and its shareholders to be able to fully evaluate the political use of corporate assets.

Although the Bi-Partisan Campaign Reform Act of 2002 prohibits corporate contributions to political parties at the federal level, it allows companies to contribute to independent political committees, also known as 527s.

Absent a system of accountability, corporate executives will be free to use the Company’s assets for political objectives that are not shared by and may be inimical to the interests of the Company and its shareholders. There is currently no single source of information that provides the information sought by this resolution. That is why we urge your support for this critical governance reform.

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Board Response to Stockholder Proposal #6

The Board of Directors recommends a vote “FOR” Stockholder Proposal #6 for the following reasons:

The Board of Directors is committed to:

·       sharing with Amgen stockholders the Company’s policies and guidelines for political contributions;

·       explaining how decisions are made in this area; and

·       providing a more convenient way for stockholders to access public data on political contributions.

The Board’s Corporate Responsibility and Compliance Committee currently oversees the Company’s political contributions activity and will oversee the Company’s efforts to provide meaningful and appropriate information to stockholders. We anticipate making this information available on Amgen’s website.

The Board believes it is in the best interests of Amgen and its stockholders to be an effective participant in the political process by making prudent political contributions as permitted by federal, state, and local laws, and Amgen has complied and will continue to comply with all laws and regulations related to political contributions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” STOCKHOLDER PROPOSAL #6.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS

Common Stock

The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of February 28, 2006 by: (i) each director and nominee; (ii) the Company’s Chief Executive Officer, and each of its other four most highly compensated executive officers for the year ended December 31, 2005 (such five executive officers, collectively, the “Named Executive Officers”); and (iii) all directors and nominees, Named Executive Officers and executive officers of the Company as a group. To the Company’s knowledge, there were no holders beneficially owning more than 5% of the Common Stock as of February 28, 2006.

*                    Less than 1%

(1)            Information in this table is based on the Company’s records and information provided by directors, nominees, Named Executive Officers and executive officers. Unless otherwise indicated in the footnotes and subject to community property laws where applicable, each of the directors and nominees, Named Executive Officers and executive officers has sole voting and/or investment power with respect to such shares. Based on 1,184,633,787 shares of Common Stock outstanding as of February 28, 2006.

(2)            Includes shares which the individuals shown have the right to acquire upon vesting of restricted stock units (“RSUs”) that have not been deferred to a date later than 60 days after February 28, 2006 or upon exercise of vested options as of February 28, 2006 or within 60 days thereafter as follows: Dr. Baltimore, 104,000 shares; Mr. Biondi, 103,706 shares; Mr. Choate, 150,000 shares; Mr. Gluck, 90,000 shares; Mr. Herringer, 26,706 shares; Mr. Johnson, 117,600 shares; Dr. Omenn, 117,600 shares; Ms. Pelham, 90,000 shares; Adm. Reason, 86,000 shares; Dr. Rice, 118,000 shares; Mr. Schaeffer, 31,706 shares; Mr. Sharer, 101,250 shares; Mr. Morrow, 115,417 shares; Dr. Perlmutter, 313,750 shares; Dr. Fenton, 422,091 shares; and Mr. Nanula, 413,750 shares. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and the group), but are not deemed to be outstanding as to any other person.

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(3)            Excludes 1,643 shares that Mr. Biondi has the right to acquire pursuant to vested RSUs that have been deferred to a date later than 60 days after February 28, 2006.

(4)            Includes 4,000 shares held by the JDC Family Foundation, a 501(c)(3) non-profit charitable trust, for which Mr. Choate is the trustee with sole voting and investment power with respect to such shares. Mr. Choate disclaims any beneficial interest in such shares.

(5)            Includes 10,075 shares held by family trusts.

(6)            Includes 350,000 shares held by Asset Management Partners, a venture capital limited partnership, of which Mr. Johnson is the general partner. As the general partner, Mr. Johnson may be deemed to have voting and investment power as to all of these shares, and therefore may be deemed to be a beneficial owner of such shares. Also includes 1,636,961 shares held by a family trust.

(7)            Excludes 1,643 shares that Mr. Schaeffer has the right to acquire pursuant to vested RSUs that have been deferred to a date later than 60 days after February 28, 2006.

(8)            Includes 122,983 shares held by a trust.

(9)            Includes 85,883 shares held by family trusts.

Contractual Contingent Payment Rights

In 1993, the Company exercised its option to purchase the Class A and Class B limited partnership interests of Amgen Clinical Partners, L.P. (the “Partnership”), a limited partnership previously formed to develop and commercialize products from certain technologies for human pharmaceutical use in the United States. As a result of the Company exercising such option, each then-holder of a limited partnership interest in the Partnership acquired contractual contingent payment rights (“CCPRs”) based on the number of such holder’s interests. Certain of the Company’s directors owned Class A partnership interests in the Partnership and were owners of Class A CCPRs. CCPRs were not voting securities but entitled the holders thereof to receive quarterly payments, subject to certain adjustments, equal to a stated percentage of the Company’s sales of certain products in specified geographic areas. The Company’s obligations under the CCPRs terminated on December 31, 2005. Mr. Johnson and Dr. Omenn, current directors, owned Class A CCPRs. No other director or executive officer of the Company beneficially owned any CCPRs. Asset Management Partners, a venture capital limited partnership, for which  Mr. Johnson is a general partner, held four Class A CCPRs. As a general partner of Asset Management Partners, Mr. Johnson may have been deemed to have investment power as to these Class A CCPRs and therefore may have been deemed the beneficial owner. Dr. Omenn held one-half of a Class A CCPR. Each of Mr. Johnson’s and Dr. Omenn’s holdings represented less than 1% of the total outstanding Class A CCPRs. In 2005, Mr. Johnson received $894,052 for his four Class A CCPRs and Dr. Omenn received $111,757 for his one-half Class A CCPR. These payments included a final quarterly payment for the fourth quarter of 2005 paid on February 28, 2006.

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EXECUTIVE COMPENSATION

Compensation of Directors

Directors of the Company who are also employees of the Company are not separately compensated for their service as directors. The Company’s non-employee directors received the following aggregate amounts of compensation for the year ended December 31, 2005:

(1)            Includes earnings for 2005 that were deferred pursuant to the Amgen Nonqualified Deferred Compensation Plan (“DCP”). See “— Nonqualified Deferred Compensation Plan.”

(2)            Retainers include: (i) an Audit Committee chair retainer of $20,000; (ii) a Compensation Committee chair retainer of $10,000; and (iii) a committee chair retainer of $6,000 for all other committees. Board meeting fees are $3,000 per meeting ($1,500 for telephonic attendance), and committee meeting fees are $1,500 per meeting ($750 for telephonic attendance). Non-employee directors are compensated for attending committee meetings of which they are not members if they are invited to do so by the Chairman of the Board or the Chair of the committee. The members of the Board also are entitled to reimbursement of their expenses, in accordance with Company policy, incurred in connection with attendance at Board and committee meetings and conferences with the Company’s senior management.

(3)            Pursuant to the Amended and Restated Director Equity Incentive Program under the Company’s Amended and Restated 1991 Equity Incentive Plan (the “1991 Plan”), non-employee directors receive in March of each year stock options for 5,000 shares of Common Stock and restricted stock units (“RSU’s”) to acquire $100,000 worth of Common Stock. New non-employee directors are entitled to an inaugural grant of stock options for 20,000 shares of Common Stock. On March 15, 2005, each non-employee director automatically received RSUs covering 1,706 shares of Common Stock and an option to purchase 5,000 shares of Common Stock at an exercise price of $58.61 per share. The dollar value shown represents the grant date fair value as computed in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”. The estimated grant date fair value was determined using the Black-Scholes option valuation model with the following assumptions: expected volatility of 24.0%, risk free interest rate of 4.2%, expected option life of 5.1 years, and expected dividend yield of 0.0%. Stock options and RSUs vest (a) on the date of grant if the non-employee director has had three years of prior continuous service as a non-employee director, or (b) one year from the date of grant if the non-employee director has had less than three years of prior continuous service as a non-employee director. Under certain circumstances, in the case of death or disability of a non-employee director, the vesting of unvested stock options or RSUs may be partially or completely accelerated. The exercise price of

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stock options is 100% of the fair market value of the Common Stock on the grant date and the stock options must be exercised within seven years from the grant date. The number of RSUs granted to a director is based on the closing price of the Common Stock on the grant date and RSUs are paid in Common Stock (on a one-to-one basis) on the vesting date, unless a non-employee director has previously selected a deferred payment alternative. All of the RSUs and stock options granted to non-employee directors in 2005 were fully vested except for the awards granted to Messrs. Herringer and Schaeffer.

Other Benefits.   Non-employee directors are eligible to participate in the DCP. In 2005, Messrs. Gluck and Herringer deferred cash Board service fees under the DCP in the amounts of $13,585 and $6,715, respectively. See “— Nonqualified Deferred Compensation Plan.”

In 2005, Mr. Gluck and his spouse accompanied Mr. Sharer on a trip utilizing the Company’s aircraft for personal travel, for which the aggregate incremental cost to the Company was allocated entirely to Mr. Sharer, and no incremental cost was allocated to Mr. Gluck. Also, non-employee directors’ spouses are occasionally invited to accompany non-employee directors to Board related events, for which the Company may pay or reimburse travel expenses and may provide transportation on the Company aircraft for both the non-employee director and his or her spouse. The aggregate cost to the Company for reimbursement of travel expenses by non-employee director spouses in 2005 was less than $1,000 for each non-employee director spouse.

Stock Ownership Guidelines.   Under the Board’s stock ownership guidelines that were originally adopted in December 2002, all non-employee directors are required to hold shares of Amgen Common Stock with a fair market value of at least $500,000, while serving as a non-employee director.

All non-employee directors that were directors of the Company as of December 31, 2002 must comply with the ownership guidelines by December 31, 2007, while those that became a non-employee director after December 31, 2002, must comply with the ownership guidelines on or before December 31st of the calendar year which is the fifth anniversary of their date of election. For purposes of the Board stock ownership guidelines, shares of the Company’s Common Stock held beneficially or of record by the participating non-employee director, shares held in a Qualifying Trust (as defined) and vested RSUs (whether or not such RSUs are deferred) will count towards satisfying the ownership guidelines. As of March 13, 2006, all non-employee directors met their applicable ownership guidelines, or were on track to achieve their ownership guidelines within the applicable compliance time frame.

Matching Gift Program.   The Company, through The Amgen Foundation, Inc. (the “Foundation”), maintains for all eligible employees and non-employee directors a matching gift program. The non-employee directors participate in the matching gift program on the same terms as the Company’s employees. The Foundation will match, on a dollar-for-dollar basis, qualifying donations made by non-employee directors and employees to eligible organizations, up to $20,000 per person per year. Matching payments were made by the Foundation in 2005 for donations made by the following non-employee directors:

 

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Compensation of Executive Officers

Summary Compensation Table.   The following table sets forth summary information concerning certain compensation awarded, paid to, or earned by the Named Executive Officers for all services rendered in all capacities to the Company for the years ended December 31, 2005, 2004, and 2003:

Summary Compensation Table

(1)            Includes compensation deferred under the Company’s Retirement and Savings Plan (the “401(k) Plan”) and the DCP otherwise payable in cash for services rendered during each calendar year. See “— Nonqualified Deferred Compensation Plan.”

(2)            The amounts shown in the table above for 2005, 2004 and 2003 respectively, include perquisites and other personal benefits, securities or property, the aggregate of which equals or exceeds $50,000 for each Named Executive Officer, and any amounts reimbursed for the payment of taxes. For investor convenience, the table below identifies and quantifies the amounts of the perquisites and other personal benefits for each Named Executive Officer, including those that do not aggregate in excess of $50,000 (and therefore are not included in the table above), those that do not exceed 25 percent of the total perquisites and other personal benefits reported for each Named Executive Officer, and reimbursements for the payment of taxes.

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The amounts disclosed in this table for the personal use of Company aircraft and Company car and driver, executive physical benefit and reimbursement for personal financial planning services and relocation expenses represent the aggregate incremental cost to the Company. With respect to the Named Executive Officers’ personal use of Company-owned aircraft, the aggregate incremental cost is calculated based on the variable operating costs to the Company, which include the cost of crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and smaller variable costs. The Company applies standardized rates to estimate fuel and trip-related maintenance; these expenses are also included in the calculation of incremental cost. Because the Company-owned aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, the purchase costs of the Company-owned aircraft, and the cost of maintenance not related to trips. In 2005, the aggregate incremental cost of use of the Company aircraft for personal travel by the Company’s non-employee directors was allocated entirely to Mr. Sharer, who was present on all such flights. The amounts disclosed for tax gross-up payments were made to the Named Executive Officers for reimbursement of taxes paid for the personal use of Company car and driver, and reimbursement for personal financial planning services and relocation expenses, as applicable.

(3)            The table below sets forth for the years ended December 31, 2005, 2004 and 2003 (a) Company matching contributions to the 401(k) Plan for each of the Named Executive Officers, (b) Company credits to the Supplemental Retirement Plan (the “SRP”), (c) deferred compensation allocations by the Company under the Amgen Inc. Executive Nonqualified Retirement Plan, and (d) insurance premiums paid by the Company for life insurance. Matching contributions to the 401(k) Plan are made by the Company for each of the Named Executive Officers on the same terms as applicable to all employees of the Company that participate in the 401(k) Plan. The SRP is a non-qualified, unfunded plan and participation is available to participants in the 401(k) Plan who are affected by the limits of the Internal Revenue Code of 1986, as amended (the “Code”), on the amount of employee compensation that may be recognized for purposes of calculating the Company matching contributions. Under the terms of the Amgen Inc. Executive Nonqualified Retirement Plan, (i) the amounts allocated to Mr. Morrow in the table below are not credited to his account or vested until January 19, 2006 and interest is earned only after such crediting date, and (ii) the amounts allocated to

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Dr. Perlmutter in the table below will not be credited or vested until September 16, 2007, and interest is earned only after such vesting date. In the event of certain terminations of employment prior to the applicable vesting date, Dr. Perlmutter would be credited with a pro-rata portion of the allocations, while certain other terminations of employment will result in Dr. Perlmutter not being credited with any amounts under the plan. See “— Executive Nonqualified Retirement Plan.”

 

The insurance premiums set forth in the table above were paid by the Company for term life insurance policies for the benefit of Mr. Morrow and Dr. Perlmutter in the amounts of $15,000,000 and $10,000,000, respectively. See “— Employment and Compensation Arrangements.”

(4)            The amounts shown for each of 2005, 2004 and 2003 include retention bonuses for each year in the amount of $200,000.  See “— Employment and Compensation Arrangements.”

(5)            Calculated by multiplying 20,000 shares of restricted stock granted to Dr. Fenton by the closing market price of $62.86 on December 6, 2004, the grant date, less aggregate consideration paid by Dr. Fenton of $2.00. As of December 31, 2005, 13,334 shares are unvested and subjected to a repurchase options held by the Company, which expire on December 6, 2006 (with respect to 6,666 shares) and on December 6, 2007 (with respect to 6,668 shares). The value of all these unvested restricted shares as of December 31, 2005 was $1,051,518 (based on the closing market price of $78.86 per share on December 30, 2005, the last trading day for 2005, less the aggregate purchase price of $1.33).

(6)            On May 14, 2001, Mr. Nanula was awarded 85,000 shares of restricted stock in consideration of his payment of $8.50. As of December 31, 2005, 45,000 restricted shares are unvested and subject to a repurchase option held by the Company, which expires on May 16, 2006. The value of all these unvested restricted shares as of December  31, 2005 was $3,548,696 (based on the closing market price of $78.86 per share on December 30, 2005, the last trading day for 2005, less the aggregate purchase price of $4.50).

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Stock Option Grants.   The following table sets forth information concerning individual grants of stock options made by the Company during the year ended December 31, 2005, to each of the Named Executive Officers:

Option Grants in Fiscal Year 2005

(1)             The potential realizable value is based on the term of the option at the time of its grant, which is seven years for the stock options granted to the Named Executive Officers. The assumed 5% and 10% annual rates of appreciation over the term of the options are set forth in accordance with SEC rules and regulations and do not represent the Company’s estimates of stock price appreciation. The potential realizable value is calculated by assuming that the stock price on the date of grant appreciates at the indicated rate, compounded annually, for the entire term of the option and that the option is exercised and the stock sold on the last day of its term at this appreciated stock price. No valuation method can accurately predict future stock prices or option values because there are too many unknown factors. No gain to the optionee is possible unless the stock price increases over the option term. Such a gain in stock price would benefit all stockholders.

(2)             Options shown in the table have a term of seven years, subject to earlier termination if the optionee ceases employment with the Company or an affiliate of the Company (as defined in the applicable plan). Options vest and are exercisable as to 25% of the total grant on each of the first, second, third, and fourth anniversaries of the date of the grant. The vesting of all options will be automatically accelerated in the event of a change in control (as defined in the applicable plan). In addition, the options are subject to, in certain circumstances, full or partial accelerated vesting upon the death or permanent and total disability of the optionee or voluntary retirement of an optionee after age 60 who has been employed by the Company or an affiliate of the Company for at least 15 consecutive years (“Voluntary Termination”), as provided in the option grant agreement, or at the discretion of the Compensation Committee as permitted by the applicable plan. Additionally, upon Voluntary Termination, if applicable, options terminate on the earlier of the termination date set forth in the grant agreement or eighteen months following the date of Voluntary Termination.

(3)             Based on 9,650,925 shares of Common Stock subject to options granted in 2005 to Company employees under all stock option plans maintained by the Company.

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Aggregated Option Exercises.   The following table sets forth information (on an aggregated basis) concerning each exercise of stock options during the year ended December 31, 2005, by each of the Named Executive Officers and the final year-end value of unexercised options:

Aggregated Option Exercises and Year-End Option Values for Fiscal Year 2005

(1)             Value of unexercised in-the-money options is calculated based on the fair market value of the underlying securities, minus the exercise price, and assumes sale of the underlying securities on December 30, 2005, the last trading day for 2005, at a price of $78.86 per share, the fair market value of the Common Stock on such date.

(2)             Value realized is based on the fair market value of the Common Stock on the respective dates of exercise, minus the applicable exercise price, and does not necessarily indicate that the optionee sold stock on that date, at that price, or at all.

Long-Term Incentive Plan Awards.   The following table sets forth information concerning the participation of the Named Executive Officers in the Amended and Restated Amgen Inc. Performance Award Program (the “Program”) established under the 1991 Plan:

Long-Term Incentive Plan Awards in Fiscal Year 2005

(1)             These amounts reflect the number of performance units (“Performance Units”) granted to each Named Executive Officer in 2005 for the performance period that began on January 1, 2005 and ends on December 31, 2007 (the “2005-2007 Performance Period”). A Performance Unit is a right granted to a participant to receive Common Stock, the payment of which is contingent upon the Company achieving specified performance goals pre-established by the Compensation Committee. Performance Units are assigned a unit value based on the fair market value of a share of Common Stock on the grant date. For the 2005-2007 Performance Period, the value of a Performance Unit is $58.61, which was the fair market value of a share of Common Stock on March 15, 2005, the grant date. The aggregate dollar value of the Performance Units granted to each of the Named Executive Officers for the 2005-2007 Performance Period are: Mr. Sharer, $5,274,900; and for each of Mr. Morrow, Dr. Perlmutter, Dr. Fenton, and Mr. Nanula, $1,758,300.

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(2)             The performance goals for the 2005-2007 Performance Period are based on the Company’s (i) independent financial performance, and (ii) comparative financial performance, in each case with respect to compound annual growth rates for revenue and earnings per share, as such metrics are defined in the goals for the 2005-2007 Performance Period. The ultimate number of Performance Units earned is based on the level of the Company’s independent financial performance and comparative financial performance. The Company’s independent financial performance is evaluated against pre-established thresholds and targets for the two performance goals. However, if the Company’s independent performance is below the minimum specified level for either revenue or earnings per share growth, then no individual performance is achieved with respect to that measure (regardless of comparative performance for that measure) and no award is payable based on that measure. If the Company’s independent performance is below the minimum specified level for both performance goals, then no award is payable for the 2005-2007 Performance Period. For the comparative performance targets, the Company ranks, from highest to lowest, the performance of each company in a pre-established peer group (consisting of leading biotechnology and pharmaceutical companies) based on such company’s revenue and earnings per share compound annual growth rates for the 2005-2007 Performance Period. The higher the Company ranks with respect to each of the relative revenue and earnings per share growth among this peer group, the greater the level of achievement. The Company’s independent performance results and its comparative performance results, which are determined by the Compensation Committee after the end of the 2005-2007 Performance Period, are combined under a set formula to determine an ultimate level of attainment of goals, which is expressed as a percentage. This percentage may range from 0%, if no threshold level of performance is achieved for either of the Company’s independent performance goals, 25% if the threshold for at least one of the Company’s independent performance goals has met the stated threshold, and up to 225% if the Company’s independent performance results and comparative performance results both have met or exceeded specific maximum performance goals. The percentage is multiplied by the number of performance units initially granted. The resulting number of Performance Units is multiplied by the initial value per unit to determine the aggregate dollar value of the award. The aggregate dollar value of the award is divided by the Share Price (as defined below) to determine the number of shares of Common Stock then payable to a participant. The Compensation Committee is required to determine the amount of the performance award payable to each participant within six months following the end of the applicable performance period. The “Share Price” is the average of the daily closing prices of a share of Common Stock on NASDAQ for the 30 trading days ending seven trading days immediately preceding the date that the Compensation Committee determines the amount of the award payable to participants. Accordingly, the number of shares of Common Stock that will be delivered to each Named Executive Officer, if any, cannot be determined at this time. If a participant’s employment with the Company is terminated prior to the last business day of a performance period by reason of such participant’s voluntary retirement (assuming the participant is retirement eligible under the Program), death or disability, the prorated amount of such participant’s award, if any, applicable to such performance period will be paid after the 2005-2007 Performance Period. Notwithstanding the foregoing, if a participant’s employment with the Company is terminated for any reason within six months following the commencement of a performance period, all of such participant’s rights to an award for such performance period are forfeited.

(3)             These values are set forth in accordance with SEC rules and regulations, and are based on SEC definitions of “Threshold,” “Target,” and “Maximum.”  Such terms may have different meanings under the Program. If both the thresholds for each performance goal are not met, then no award is payable. Because there is no guaranteed payout under the Program, the “Threshold” for SEC disclosure purposes is $0.  However, if the threshold for one performance goal is met, the minimum payment award payable to Mr. Sharer is $1,318,725 and the minimum award payable to each of Mr. Morrow, Dr. Perlmutter, Dr. Fenton and Mr. Nanula is $439,575.

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Change-in-Control Arrangements

Effective as of October 20, 1998 (the “Effective Date”), the Board of Directors adopted the Amgen Inc. Change of Control Severance Plan, as amended (the “CCS Plan”), which provides certain severance benefits to persons who hold certain designated positions with the Company as of the date on which a Change of Control (as defined below) of the Company occurs. If a Change of Control had occurred on December 31, 2005, the CCS Plan would have covered approximately 1,230 officers and key employees of the Company, including each of the Named Executive Officers. The CCS Plan extended through December 31, 2005, and is subject to automatic one year extensions unless the Company notifies the participants no later than September 30, 2005 that the term would not be extended. The Company did not notify participants that the term would not be extended, so the term has been extended to December 31, 2006, subject to possible further extensions. If a Change of Control occurs during the original or any extended term, the CCS Plan will continue in effect for at least 36 months following the Change of Control. Prior to the occurrence of a Change of Control, the Company has the right to terminate or amend the CCS Plan at any time; after the occurrence of a Change of Control, the CCS Plan may not be terminated or amended in any way that adversely affects a participant’s interests under the CCS Plan without the participant’s written consent.

Under the CCS Plan, a Change of Control generally will be deemed to have occurred at any of the following times: (i) upon the acquisition by any person, entity or group of beneficial ownership of 50% or more of either the then outstanding Common Stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or (ii) at the time individuals making up the Incumbent Board (as defined in the CCS Plan) cease for any reason to constitute at least a majority of the Board; or (iii) immediately prior to the consummation by the Company of a reorganization, merger, or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such transaction do not, immediately thereafter, own more than 50% of the shares of the Company entitled to vote generally in the election of directors; or (iv) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company; or (v) any other event which the Incumbent Board, in its sole discretion, determines is a change of control.

Under the CCS Plan, if a Change of Control occurs and a participant’s employment is terminated within the two year period immediately following the Change of Control by the Company other than for Cause or Disability (each as defined in the CCS Plan) or by the participant for Good Reason (as defined in the CCS Plan), the participant will be entitled to certain payments and benefits in lieu of severance benefits otherwise payable by the Company (but not including accrued vacation and similar benefits otherwise payable upon termination). In the event of such termination, the participant will receive a lump sum cash severance payment in an amount equal to the difference, if any, of (A) the product of (x) a benefits multiple (either 3, 2 or 1, depending on the participant’s position (a “Benefits Multiple”)), and (y) the sum of (i) the participant’s annual base salary immediately prior to termination or, if higher, immediately prior to the Change of Control, plus (ii) the participant’s targeted annual bonus for the year in which the termination occurs or, if higher, the participant’s average annual bonus for the three years immediately prior to the Change of Control; less (B) the aggregate value (determined in accordance with Section 280G of the Code) of the acceleration of vesting of the participant’s unvested stock options in connection with the Change of Control. An award to a participant under the Amended and Restated Amgen Inc. Performance Award Program under the 1991 Plan will be excluded from the calculation described in (B) above. The terms of the 1991 Plan, Article II of the Amended and Restated 1993 Equity Incentive Plan, Article II of the Amended and Restated 1997 Equity Incentive Plan and Article II of the Amended and Restated 1999 Equity Incentive Plan and the Executive Nonqualified Retirement Plan contain the same definition of “change of control” as the CCS Plan definition, and such option plans provide for the acceleration of vesting of issued and outstanding stock options upon the occurrence of a change of control.

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