Form 8-K
8-K — AMGEN INC
Accession: 0000318154-26-000144
Filed: 2026-10-27
Period: 2026-10-26
CIK: 0000318154
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Documents
8-K — amgn-20261026.htm (Primary)
EX-99.1 (amgn-ex99_1.htm)
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8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2026
Amgen Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-37702
95-3540776
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
One Amgen Center Drive
Thousand Oaks, California
91320-1799
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (805) 447-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.0001 par value
AMGN
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors.
On October 26, 2026, the Board of Directors (the “Board”) of Amgen Inc. (the “Company”) appointed David W. Gibbs as a director of the Company, effective immediately.
Mr. Gibbs served as Chief Executive Officer of Yum! Brands, Inc., a leading global restaurant company, from 2020 to September 2025 and as a director of Yum! Brands from 2019 to September 2025. Since October 2025, Mr. Gibbs has served as an advisor to Yum! Brands. Previously, he served as President and Chief Operating Officer of Yum! Brands from August 2019 to December 2019; President, Chief Operating Officer and Chief Financial Officer from January 2019 to August 2019; and President and Chief Financial Officer from 2016 to 2018. Earlier in his career at Yum! Brands, Mr. Gibbs served as Chief Executive Officer of the Pizza Hut Division from 2015 to 2016, President of Pizza Hut U.S. in 2014, and President and Chief Financial Officer of Yum! Restaurants International, Inc. from 2012 to 2013. Mr. Gibbs has served as a director of Under Armour, Inc. since 2021 and is Chair of its Human Capital and Compensation Committee. He has served as a director of PepsiCo, Inc. since 2026 and is a member of its Audit Committee. Mr. Gibbs holds a bachelor’s degree in mathematical science from Johns Hopkins University and a Master of Business Administration degree from the Fuqua School of Business at Duke University.
Mr. Gibbs will serve as a member of the Board’s Audit Committee and its Compensation and Management Development Committee. Following the appointment of Mr. Gibbs, the Board will be composed of 13 directors, 12 of whom are independent.
There are no transactions between Mr. Gibbs (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be reportable under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Gibbs and any other persons or entities pursuant to which Mr. Gibbs was appointed as a director of the Company.
Upon the effective date of his appointment to the Board, Mr. Gibbs will be entitled to the Company’s standard non-employee director compensation and, thus, will receive a pro-rated portion of the (i) annual cash retainer of $115,000 and (ii) committee member meeting retainers of $12,500, in each case through December 31, 2026. Under the Company’s director equity incentive program, non-employee directors receive an annual grant of fully vested restricted stock units with a grant date fair value of $220,000 (rounded down to the nearest whole number of shares), measured by the closing market price of a share of the Company’s common stock on the date of grant (the date of the annual meeting of stockholders). Accordingly, Mr. Gibbs will receive a pro-rated portion (7/12) of the annual grant of fully vested restricted stock units on the date that is two business days after the release of the Company’s 2026 third quarter earnings. In accordance with the Company’s policy, Mr. Gibbs will also be entitled to reimbursement of his expenses incurred in connection with attendance at Board and committee meetings and conferences with the Company’s senior management.
Additional Information
A copy of the press release announcing Mr. Gibb's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No.
Document Description
99.1
Press Release, dated October 26, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMGEN INC.
Date:
October 26, 2026
By:
/s/ Jonathan P. Graham
Name: Jonathan P. Graham
Title: Executive Vice President and General Counsel and Secretary
EX-99.1
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EX-99.1
News Release
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
Telephone 805-447-1000
www.Amgen.com
AMGEN APPOINTS DAVID W. GIBBS TO BOARD OF DIRECTORS
THOUSAND OAKS, Calif. (Oct. 26, 2026) – Amgen (NASDAQ:AMGN) today announced the appointment of David W. Gibbs to its Board of Directors, effective immediately. Gibbs will serve on the Board’s Audit Committee and Compensation and Management Development Committee.
Gibbs recently retired as president and chief executive officer of Yum! Brands, a worldwide leader in iconic restaurant brands, including Taco Bell and Kentucky Fried Chicken, following a distinguished career where he held several senior leadership positions. As CEO from 2020 to 2025, he led the company's digital transformation and expanded its global footprint to nearly 61,000 locations.
Gibbs also brings significant board experience with leading global consumer brands. He has served on the Board of Directors of Under Armour, Inc. since 2021, where he chairs the Human Capital and Compensation Committee, and PepsiCo, Inc. since 2026, where he serves on the Audit Committee.
“We are excited to welcome David to Amgen’s Board. David has a proven track record leading some of the world’s most recognized consumer brands, and we look forward to benefiting from his expertise,” said Robert A. Bradway, chairman and chief executive officer at Amgen. “His experience creating direct relationships with customers will help inform how we prepare for future launches and bring innovative treatments to more patients around the world.”
Gibbs holds a bachelor’s degree in mathematical science from Johns Hopkins University and a Master of Business Administration degree from Duke University’s Fuqua School of Business.
With Gibbs’ appointment, the Board will have 13 directors, 12 of whom are independent.
About Amgen
Amgen discovers, develops, manufactures and delivers innovative medicines to fight some of the world’s toughest diseases. Harnessing the best of biology and technology, Amgen reaches millions of patients with its medicines.
More than 45 years ago, Amgen helped establish the biotechnology industry at its U.S. headquarters in Thousand Oaks, California, and it remains at the cutting edge of innovation, using technology and human genetic data to push beyond what is known today. Amgen is advancing a broad and deep pipeline and portfolio of medicines to treat cancer, inflammatory conditions, rare diseases, heart disease and obesity and obesity-related conditions.
Amgen has been consistently recognized for innovation and workplace culture, including honors from Fast Company and Forbes. Amgen is one of the 30 companies that comprise the Dow Jones Industrial Average®, and it is also part of the Nasdaq-100 Index®, which includes the largest and most innovative non-financial companies listed on the Nasdaq Stock Market based on market capitalization.
For more information, visit Amgen.com and follow Amgen on X, LinkedIn, Instagram, YouTube, Facebook, TikTok and Threads.
Amgen Forward Looking Statements
This news release contains forward-looking statements that are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any statements on the outcome, benefits and synergies of collaborations, or potential collaborations, with any other company (including BeOne Medicines Ltd.), the performance of Otezla® (apremilast), our acquisitions of ChemoCentryx, Inc., Dark Blue Therapeutics, Ltd. or Horizon Therapeutics plc (including the prospective performance and outlook of Horizon’s business, performance and opportunities, and any potential strategic benefits, synergies or opportunities expected as a result of such acquisition), as well as estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes, effects of pandemics or other widespread health problems on our business, outcomes, progress, and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including our most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Unless otherwise noted, Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual results may differ materially from those we project. Our results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments involving current and future products, sales growth of recently launched products, competition from other products including biosimilars, difficulties or delays in manufacturing our products and global economic conditions, including those resulting from geopolitical relations and government actions. In addition, sales of our products are affected by pricing pressure, political and public scrutiny and
reimbursement policies imposed by third-party payers, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. We or others could identify safety, side effects or manufacturing problems with our products, including our devices, after they are on the market. Our business may be impacted by government investigations, litigation and product liability claims. In addition, our business may be impacted by the adoption of new tax legislation or exposure to additional tax liabilities. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors, or we may fail to prevail in present and future intellectual property litigation. We perform a substantial amount of our commercial manufacturing activities at a few key facilities, including in Puerto Rico, and also depend on third parties for a portion of our manufacturing activities, and limits on supply may constrain sales of certain of our current products and product candidate development. An outbreak of disease or similar public health threat, and the public and governmental effort to mitigate against the spread of such disease, could have a significant adverse effect on the supply of materials for our manufacturing activities, the distribution of our products, the commercialization of our product candidates, and our clinical trial operations, and any such events may have a material adverse effect on our product development, product sales, business and results of operations. We rely on collaborations with third parties for the development of some of our product candidates and for the commercialization and sales of some of our commercial products. In addition, we compete with other companies with respect to many of our marketed products as well as for the discovery and development of new products. Discovery or identification of new product candidates or development of new indications for existing products cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate or development of a new indication for an existing product will be successful and become a commercial product. Further, some raw materials, medical devices and component parts for our products are supplied by sole third-party suppliers. Certain of our distributors, customers and payers have substantial purchasing leverage in their dealings with us. The discovery of significant problems with a product similar to one of our products that implicate an entire class of products could have a material adverse effect on sales of the affected products and on our business and results of operations. Our efforts to collaborate with or acquire other companies, products or technology, and to integrate the operations of companies or to support the products or technology we have acquired, may not be successful, and may result in unanticipated costs, delays or failures to realize the benefits of the transactions. A breakdown, cyberattack or information security breach of our information technology systems could compromise the confidentiality, integrity and availability of our systems and our data. Our stock price is volatile and may be affected by a number of events. Our business and operations may be negatively affected by the failure, or perceived failure, of achieving our sustainability objectives. The effects of global climate change and related natural disasters could negatively affect our business and operations. Global economic conditions may magnify certain risks that affect our business. Our business performance could affect or limit the ability of our Board of Directors to declare a
dividend or our ability to pay a dividend or repurchase our common stock. We may not be able to access the capital and credit markets on terms that are favorable to us, or at all.
###
CONTACT: Amgen, Thousand Oaks
Elissa Adair, 609-251-1407 (media)
Casey Capparelli, 805-447-1746 (investors)
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