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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.    )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

Amgen Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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March 29, 2010

DEAR STOCKHOLDER:

You are invited to attend the 2010 Annual Meeting of Stockholders of Amgen Inc. to be held on Wednesday, May 12, 2010, at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Grand Ballroom, Two Dole Drive, Westlake Village, California 91362.

At this year’s Annual Meeting you will be asked to: (i) elect thirteen directors to serve for the ensuing year; (ii) ratify the selection of our 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 two stockholder proposals, if such proposals are properly presented at the meeting. The accompanying Notice of Annual Meeting of Stockholders and proxy statement describe these matters. We urge you to read this information carefully.

The Board of Directors unanimously believes that election of its nominees for directors and the ratification of its selection of independent registered public accountants are advisable and in the Company’s best interests and that of its stockholders, and, accordingly, recommends a vote FOR election of the thirteen nominees for directors and FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accountants. The Board of Directors unanimously believes that the two stockholder proposals are not in the best interests of Amgen and its stockholders, and, accordingly, recommends a vote AGAINST the two stockholder proposals. In addition to the business to be transacted as described above, management will speak on our 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 or proof of ownership of our Common Stock as of the close of business on March 15, 2010. 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. This year, we are pleased to use the Securities and Exchange Commission rule that permits companies to furnish proxy materials to stockholders over the Internet. If you are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Notice Regarding the Availability of Proxy Materials previously mailed to you and the instructions listed on the Internet site. If you have received a paper copy of the proxy statement and proxy card, you may grant a proxy to vote your shares by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means shares held of record by a broker, bank, trust or other nominee, you should review the Notice Regarding the Availability of Proxy Materials or proxy statement and voting instruction form used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card, will ensure your shares are represented at the Annual Meeting. Your vote is important, regardless of the number of shares that you own.

On behalf of the Board of Directors, I thank you for your participation. We look forward to seeing you on May 12.

Sincerely,

Kevin W. Sharer

Chairman of the Board, Chief Executive Officer and President

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AMGEN INC.

One Amgen Center Drive

Thousand Oaks, California 91320-1799

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 2010

TO THE STOCKHOLDERS OF AMGEN INC.:

NOTICE IS HEREBY GIVEN that the 2010 Annual Meeting of Stockholders of Amgen Inc., a Delaware corporation, will be held on Wednesday, May 12, 2010, at 11:00 A.M., local time, at the Four Seasons Hotel Westlake Village, Grand Ballroom, Two Dole Drive, Westlake Village, California 91362, for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The Board of Directors has fixed the close of business on March 15, 2010 as the record date for the determination of stockholders entitled to notice of, and to vote at, this Annual Meeting and any continuation, postponement or adjournment thereof. Whether or not you plan on attending the 2010 Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods: (i) by accessing the Internet site described in these voting materials or voting instruction form provided to you; (ii) by calling the toll-free number; or (iii) by signing, dating and returning any proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation.

By Order of the Board of Directors

David J. Scott

Secretary

Thousand Oaks, California

March 29, 2010

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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, or Board, of Amgen Inc., a Delaware corporation, for use at our 2010 Annual Meeting of Stockholders, or Annual Meeting, to be held on Wednesday, May 12, 2010, at 11:00 A.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 of Stockholders, or Notice of Annual Meeting, and any business properly brought before the Annual Meeting. Amgen may also be referred to as the Company, we, us or our in this proxy statement. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Annual Meeting will be held at the Four Seasons Hotel Westlake Village, Grand Ballroom, Two Dole Drive, Westlake Village, California 91362.

Pursuant to the rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials, or Notice, to certain of our stockholders of record, and we are sending a paper copy of the proxy materials and proxy card to other stockholders of record who we believe would prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. We intend to make this proxy statement available on the Internet and to mail the Notice, or to mail the proxy statement and proxy card, as applicable, on or about March 29, 2010 to all stockholders entitled to vote at the Annual Meeting.

In this proxy statement when we refer to our fiscal year, we mean the twelve-month period ending December 31 of the stated year (for example, Fiscal 2009 is January 1, 2009 through December 31, 2009), unless specifically stated otherwise.

Important Notice Regarding the Availability of Proxy Materials for the 2010 Shareholder Meeting to Be Held on May 12, 2010.

This proxy statement, our 2009 annual report and our other proxy materials are available at: www.amstock.com/ProxyServices/Amgen⁽¹⁾. At this website, you will find a complete set of the following proxy materials: proxy statement; 2009 annual report; and proxy card. You are encouraged to access and review all of the important information contained in the proxy materials before submitting a proxy or voting at the meeting.

What Are You Voting On?

You will be entitled to vote on the following proposals at the 2010 Annual Meeting of Stockholders:

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Who Can Vote

The Board has set March 15, 2010 as the record date for the Annual Meeting. You are entitled to vote if you were a stockholder of record of our Common Stock, $.0001 par value per share, as of the close of business on March 15, 2010. You are entitled to one vote on each proposal for each share of Common Stock you held on the record date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy.

Difference Between a Stockholder of Record and a “Street Name” Holder

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described below.

Shares Outstanding and Quorum

At the close of business on March 15, 2010, there were 971,553,655 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. The presence of a majority of the outstanding shares of our Common Stock entitled to vote constitutes a quorum, which is required in order to hold and conduct business at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you:

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. Your broker, bank, trust or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, trust or other nominee on how to vote on those matters. Please see “—If You Do Not Specify How You Want Your Shares Voted” below.

Voting Your Shares

You may vote by attending the Annual Meeting and voting in person or you may vote by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the Internet or receiving a paper copy, and (2) for shares held as a record holder and shares held in “street name.” If you hold your shares of Common Stock as a record holder and you are viewing this proxy statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. You may request a paper copy of the proxy statement and proxy card by following the instructions on the Notice provided to you. If you hold your shares of Common Stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card, or by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you. If you hold your shares of Common Stock in

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street name you will receive a Notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares. Your broker, bank, trust or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker by following the instructions on the Notice provided by your broker, bank, trust or other nominee.

The Internet and telephone voting facilities will close at 11:59 P.M., Eastern Time, on May 11, 2010. Stockholders who submit a proxy 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 submit a proxy by Internet or telephone need not return a proxy card or the form forwarded by your broker, bank, trust or other holder of record by mail.

YOUR VOTE IS VERY IMPORTANT. You should submit your proxy even if you plan to attend the Annual Meeting.

Voting in Person

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust 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, trust or other nominee. Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy to vote your shares in advance of the Annual Meeting. Please see the important instructions and requirements below regarding “—Attendance at the Annual Meeting.”

Changing Your Vote

As a stockholder of record, 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 prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Secretary of the Company at our principal executive office at One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A, (ii) duly submitting a later-dated proxy over the Internet, by mail, or if applicable, by telephone, or (iii) 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, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

If You Receive More Than One Proxy Card or Notice

If you receive more than one proxy card or Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by telephone or the Internet, submit one proxy for each proxy card or Notice you receive.

How Will Your Shares Be Voted

Stockholders of record as of the close of business on March 15, 2010 are entitled to one vote for each share of our Common Stock held on all matters to be voted upon at the Annual Meeting. All shares entitled to vote and represented by properly submitted 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 VERY IMPORTANT.

If You Do Not Specify How You Want Your Shares Voted

As a stockholder of record, if you submit a signed proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the proxy holder will vote your shares:

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A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker or other nominee, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of Ernst & Young LLP as our independent registered public accountants. Brokers, however, do not have discretionary authority to vote on the election of directors to serve on our Board or on any stockholder proposal.

In their discretion, the proxy holders named in the 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 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 two 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.

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 one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

Election of Directors. In February 2007, the Board amended our Amended and Restated Bylaws to adopt a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In the election of directors, you may either vote “for,” “against” or “abstain.” Cumulative voting is not permitted. Under our majority voting standard, in uncontested elections of directors, such as this election, each director must be elected by the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” the nominee. For these purposes, abstentions will not count as a vote “for” or “against” a nominee’s election and thus will have no effect in determining whether a director nominee has received a majority of the votes cast. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes will have no effect on the election of directors as brokers are not entitled to vote on this proposal. If a director nominee is an incumbent director and does not receive a majority of the votes cast in an uncontested election, that director will continue to serve on the Board as a “holdover” director, but must tender his or her resignation to the Board promptly after certification of the election results of the stockholder vote. The Governance and Nominating Committee of the Board will then recommend to the Board whether to accept the resignation or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of the Governance and Nominating Committee, and the Board’s decision will be publicly disclosed within 90 days after certification of the election results of stockholder vote. A director who tenders his or her resignation after failing to receive a majority of the votes cast will not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board with respect to his or her resignation.

Ratification of Auditors. 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 will have the same effect as votes “against” the ratification. Because brokers have discretionary authority to vote on the ratification, we do not expect any broker non-votes in connection with the ratification.

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Stockholder Proposals. The approval of each of the two stockholder proposals, if properly presented at the Annual Meeting, 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 will have the same effect as votes “against” such proposals. Brokers do not have discretionary authority to vote on these proposals. Broker non-votes, therefore, will have no effect on the two stockholder proposals as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

Inspector of Election

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.

Solicitation of Proxies

We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy, the Notice and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. No additional compensation will be paid to our directors, officers or staff members for such services. In addition, we have retained Georgeson Inc. to assist in the solicitation of proxies for a fee of approximately $200,000 plus distribution costs and other costs and 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 our offices 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 and proof of ownership of our Common Stock as of the close of business on March 15, 2010. If you have received a paper copy of the proxy statement, to receive an admittance ticket you will need to complete and return the postage-paid reply card attached to this proxy statement. If you received electronic delivery of this proxy statement, you will receive an e-mail with instructions for obtaining an admittance ticket. If you are viewing the proxy statement over the Internet, please follow the instructions indicated on the website referred to in the Notice. Each stockholder is entitled to one admittance ticket. Directions to attend the Annual Meeting will be sent with your admittance ticket and are available at the website referred to in the Notice and www.amstock.com/ProxyServices/Amgen⁽¹⁾.

You must bring certain documents with you in order to be admitted to the Annual Meeting. The purpose of this requirement is to help us verify that you are actually a stockholder of the Company. Please read the following rules carefully, because they specify the documents that you must bring with you to the Annual Meeting in order to be admitted. The items that you must bring with you differ depending upon whether or not you were a record holder of the Company’s Common Stock as of the close of business on March 15, 2010. A “record holder” of stock is someone whose shares of stock are registered in his or her name in the records of the Company’s transfer agent. Many stockholders are not record holders because their shares of stock are registered in the name of their broker, bank, trust or other nominee, and the broker, bank, trust or other nominee is the record holder instead. All persons must bring a valid personal photo identification (such as a driver’s license or passport). If you are a record holder, at the Annual Meeting, we will check your name for verification purposes against our list of record holders as of the close of business on March 15, 2010.

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If a broker, bank, trust or other nominee was the record holder of your shares of Common Stock as of the close of business on March 15, 2010, then you must also bring to the Annual Meeting:

Examples of proof of ownership include the following: (1) an original or a copy of the voting information form from your bank or broker with your name on it; (2) a letter from your bank or broker stating that you owned shares of our Common Stock as of the close of business on March 15, 2010; or (3) a brokerage account statement indicating that you owned shares of our Common Stock as of the close of business on March 15, 2010.

If you are a proxy holder for a stockholder of the Company who owned shares of our Common Stock as of the close of business on March 15, 2010, then you must also bring to the Annual Meeting:

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ITEM 1

ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, the Board has the power to set the number of directors from time to time by resolution. The Board has currently fixed the number of directors at thirteen. In July 2009, Rebecca M. Henderson was appointed to serve as a director and, as a result, we currently have thirteen directors in office. Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated the following directors to stand for re-election for a one-year term expiring at our 2011 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.

“C” indicates Chair of the committee.

Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only 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) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

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 in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that the director should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations in Appendix A. There are no family relationships among any of our directors or among any of our directors and our executive officers.

DAVID BALTIMORE

Dr. David Baltimore is President Emeritus and Robert Andrews Millikan Professor of Biology at the California Institute of Technology, or Caltech. He received the Nobel Prize in Medicine as a co-recipient in 1975 and the American Medical Association Scientific Achievement Award in 2002.

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Dr. Baltimore has been a director of BB Biotech, AG, a Swiss investment company, since 2004, and served as a director of MedImmune, Inc., an immunization formulation company, from 2003 to 2007. He has also been a director of Regulus Therapeutics Inc., a privately-held biopharmaceutical company, since 2008, and Immune Design Corp. (formerly Vaccsys), a privately-held vaccine company of which he is a founder, since 2008. Also in 2008 he became a founder of Calimmune, Inc., a company developing a stem-cell HIV/AIDS therapy.

Dr. Baltimore was President of Caltech from 1997 to 2006. Prior to this, he was a professor at the Massachusetts Institute of Technology, or MIT, and at The Rockefeller University where he also served as the President. During this time he was also the Chairman of the National Institutes of Health AIDS Vaccine Research Committee, a director and member of the Whitehead Institute for Biomedical Research, and a professor of microbiology and research professor at the American Cancer Society. He was a postdoctoral fellow at MIT and Albert Einstein College of Medicine, and on the staff of The Salk Institute for Biological Studies. Dr. Baltimore has been awarded honorary degrees from numerous institutions, including Harvard, Yale and Columbia.

Dr. Baltimore holds leadership roles in a number of scientific and philanthropic non-profit organizations, currently serving as a director of the Broad Institute of MIT and Harvard, a director of the Foundation for Biomedical Research, a member of the Human Genome Organisation and on the Board of Overseers of the Keck School of Medicine of the University of Southern California.

Dr. Baltimore has spent his career in scientific academia at a number of well-known and highly regarded institutions. This experience provides Dr. Baltimore with extensive scientific knowledge and a deep understanding of our industry and of the research and development activities and operations of our Company.

FRANK J. BIONDI, JR.

Mr. Frank J. Biondi, Jr. has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization, since 1999. Prior to WaterView Advisors, Mr. Biondi was the Chairman and Chief Executive Officer of Universal Studios, Inc. from 1996 to 1998, the President and Chief Executive Officer of Viacom, Inc. from 1987 to 1996, Executive Vice President of Entertainment Business Sector of The Coca-Cola Company and Chairman and Chief Executive Officer of Coca-Cola Television from 1985 to 1987, Vice President of Time Inc. from 1978 to 1984 and Chairman and Chief Executive Officer of its subsidiary Home Box Office, Inc. in 1984, and Assistant Treasurer of the Children’s Television Workshop from 1974 to 1978.

Mr. Biondi has been a director of Cablevision Systems Corp., a telecommunications, media and entertainment company, since 2005, Hasbro, Inc., a toy and games company, since 1999, Seagate Technology since 2005 and Yahoo! Inc., a provider of Internet services, since 2008. He serves on the Compensation Committee of Hasbro and Yahoo!, and on the Audit and Compensation Committees of Seagate. From 2002 to 2008, he was a director of Harrahs Entertainment, Inc., a gaming corporation, serving on its Compensation and Governance Committees, and from 1995 to 2008 he was a director of The Bank of New York Mellon Corporation, an asset management and securities services company, serving on its Compensation and Risk Committees. He has also been a director of Vail Resorts, Inc. and The Seagram Company.

Mr. Biondi’s experience as chief executive officer of many large, public companies and his current role with WaterView Advisors provides valuable management and leadership skills, as well as an understanding of the operations and financial results and prospects of our Company. Given his financial and leadership experience, Mr. Biondi has been determined to be an Audit Committee financial expert by our Board.

FRANÇOIS DE CARBONNEL

Mr. François de Carbonnel is a director of a number of funds managed by Ecofin, an investment management firm that provides discretionary fund management services and advice to institutions and utilities and infrastructure industries. Mr. de Carbonnel has been a director of the Ecofin Global Utilities Hedge Fund Ltd. and Ecofin Global Utilities Master Fund Ltd. since 2004, the Ecofin Special Situations Utilities Fund Ltd. and Ecofin Special Situations Utilities Master Fund Ltd. since 2006, the Ecofin North America Utilities Hedge

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Fund Ltd. and Ecofin North American Utilities Master Fund Ltd. since 2007, and the Ecofin China Power & Infrastructure Fund Ltd. and Ecofin China Power & Infrastructure Master Fund Ltd. since May 2009. He has also been a director of Pages Jaunes S.A., a French public company which publishes directories, since 2004 and of Quilvest S.A., a public Luxembourg company which provides wealth management and private equity services, since 2006. Mr. de Carbonnel was a director of Thomson S.A., a French public multimedia corporation (Euronext, NYSE), from 2007 to January 2010, serving on its Audit Committee and as non-executive Chairman of the Board from April 2008 to April 2009.

Mr. de Carbonnel was the Senior Advisor of the Global Corporate and Investment Bank of Citigroup from 2004 to 2006, and its Managing Director from 1999 to 2004. He was the Chairman and Chief Executive Officer of Midial S.A., a French public agricultural company, from 1994 to 1998, Chairman of General Electric Capital SNC from 1996 to 1998, President of General Electric Capital-Europe from 1990 to 1992, President of Strategic Planning Associates, an international consulting company, from 1981 to 1990 and Vice President of Boston Consulting Group. He has been a director of G.F.I. S.A. since 1998 and a member of the business board of advisors of the Carnegie Mellon Tepper School of Business. Mr. de Carbonnel is a French citizen and resides in Europe.

Mr. de Carbonnel has acquired knowledge, skills and brings a unique vantage point through his international career as an executive officer of well-known consulting companies as well as a number of public companies. This perspective is important as the Company undertakes further global expansion plans. Given his broad experience in the financial industry, Mr. de Carbonnel has been determined to be an Audit Committee financial expert by our Board.

JERRY D. CHOATE

Mr. Jerry D. Choate served as an executive officer of The Allstate Corporation, an insurance holding company, for 37 years, and was its Chief Executive Officer and Chairman of the Board from 1995 to 1999. He has been a director of Valero Energy Corporation, a crude oil refining and marketing company, since 1999 and a member of its Nominating and Governance, Compensation and Executive Committees, and a director of Van Kampen Mutual Funds, mutual funds, investments and retirement products, since 1999 and a member of its Audit Committee. From 2006 to 2007, Mr. Choate was a director of H&R Block, a tax preparation services company, serving on its Compensation and Audit Committees.

Having served as a Chairman, Chief Executive Officer and in other executive roles at AllState, Mr. Choate acquired important leadership and management skills and views on managing the challenges of a highly-regulated organization.

VANCE D. COFFMAN

Dr. Vance D. Coffman has been a director of 3M Company, a consumer and office products and services company, since 2002 and he has been a director of Deere & Company, a farm and construction machinery company, since 2004. He serves on the Compensation and Corporate Governance Committees of both the 3M and the Deere boards. Dr. Coffman was also director of Bristol-Myers Squibb Company, a pharmaceutical company, and a member of its Audit, Governance and Compliance Committees, from 1998 to 2007.

Dr. Coffman was the Chairman of the Board and Chief Executive Officer of Lockheed Martin Corporation, an aerospace and defense company, from 1998 to 2005, and was ex officio member of all board committees. From 1997 to 1998, he was Vice Chairman of the Board and Chief Executive Officer of Lockheed Martin. He is currently on the Board of Trustees of the Naval Postgraduate School Foundation, the Advisory Board of Stanford University and the Board of Governors of the Iowa State University Foundation. Dr. Coffman has been a Member of the National Academy of Engineering since 1997 and a Fellow in the American Institute of Aeronautics and Astronautics and the American Astronautical Society since 1989 and 1997, respectively.

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As Chairman of the Board and Chief Executive Officer of Lockheed Martin, Dr. Coffman acquired important leadership and management skills that provide insight into the operations of our Company and the challenges of managing a complex organization. Given his leadership and financial experience, Dr. Coffman has been determined to be an Audit Committee financial expert by our Board.

FREDERICK W. GLUCK

Mr. Frederick W. Gluck was with the McKinsey Corporation management consulting firm from 1967 to 1995, and led the firm as its Managing Partner from 1988 to 1994. He was the Vice Chairman and Director of the Bechtel Group engineering consulting firm from 1994 to 1998. He currently serves as Chairman of the Board of both CytomX Therapeutics, LLC and Cynvenio Biosystems LLC, privately-held medical technology companies, since January 2008. He is also a director of TrueVision Systems, Inc., a privately-held developer of 3D visualization technology for microsurgery, and a member of its Compensation Committee. From 1998 to 2007, Mr. Gluck was a director of HCA, Inc., an operator of hospitals and health care systems, its Presiding Director from 2006 to 2007, and was a member of its Compensation and Audit Committees. From 2004 to 2005 he was a director of GVI Security Solutions Inc, a public company and provider of video security solutions.

Mr. Gluck also holds leadership roles in several scientific, medical and other non-profit organizations, currently serving on the Advisory Counsel of The Kavli Institute of Theoretical Physics, as the Chairman and is a member of the Executive Committee of the Kavli Foundation, Treasurer and Chairman of the Finance Committee of Cottage Hospital System, Trustee of the Foundation Board of the University of California, Santa Barbara, Governor Emeritus of New York Presbyterian Hospital, and Director of the National Leadership Roundtable on Church Management.

During Mr. Gluck’s career with McKinsey & Company, including his experience as Managing Partner, and as Vice Chairman and Director of the Bechtel Group, he acquired extensive management and organizational knowledge, skills and perspective, particularly in the area of corporate strategy, that provides singular insight into the strategy and management development activities of our Company.

REBECCA M. HENDERSON

Dr. Rebecca M. Henderson was elected to the Board in July 2009. Kevin W. Sharer, in his capacity as Chairman of the Board, first recommended Dr. Henderson for consideration as a Board member. Since July 2009, Dr. Henderson has been on the faculty of the Harvard Business School, and prior to this time she was a professor at MIT for 21 years, having been the Eastman Kodak LFM Professor of Management since 1999. Since 1995, she has also been a Research Associate at the National Bureau of Economic Research. She specializes in technology strategy and the broader strategic problems faced by companies in high technology industries. Dr. Henderson has been a director of IDEXX Laboratories, Inc., which develops and commercializes technology-based products and services for veterinary, food and water applications, since 2003, serving on its Audit and Nominating Committees.

Dr. Henderson has also served as a director of the Ember Corporation, a semiconductor chip manufacturer, and on its Compensation Committees, from 2001 to July 2009. She has further been a director of the Whitehead Institute for Biomedical Research and of Linbeck Construction Corporation, a privately held facility solutions company. Dr. Henderson has published articles, papers and reviews in a range of scholarly journals, and sits on the editorial boards of Management Science, a scholarly journal, Research Policy, a multi-disciplinary journal, and Organization Science, a management journal.

Dr. Henderson’s study of the complex strategy issues faced by high technology companies provide unique insight into the Company’s strategic and technology issues.

FRANK C. HERRINGER

Mr. Frank C. Herringer has been Chairman of the Board of Transamerica Corporation, a financial services company, since 1995. Mr. Herringer was an executive with Transamerica for 20 years, including its Chief

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Executive Officer from 1991 until its acquisition by Aegon N.V. in 1999, subsequently serving on Aegon’s Executive Board for one year and on the board of Aegon US Holding Corporation up to the present. Mr. Herringer has been a director of The Charles Schwab Corporation since 1996, serving on its Compensation, Nominating and Corporate Governance Committees, and of Safeway Inc. since 2008, serving on its Compensation Committee. From 2002 to 2005, Mr. Herringer was a director of AT&T Corporation, and a member of its Audit and Compensation Committees. He is also currently a director of Cardax Pharmaceuticals, Inc., a privately-held pharmaceutical company, and sat on the Board of Trustees of the California Pacific Medical Center from 1983 until 2009. In 2004, Mr. Herringer was named an Outstanding Director of the Year by the Outstanding Director’s Exchange.

Mr. Herringer’s career as Transamerica’s Chief Executive Officer and Chairman of the Board developed Mr. Herringer’s management and leadership skills and provides an informed perspective on our financial performance, prospects and strategy.

GILBERT S. OMENN

Dr. Gilbert S. Omenn has been Professor of Internal Medicine, Human Genetics and Public Health at the University of Michigan since 1997, prior to which he was the Chief Executive Officer of the University of Michigan Health System and a professor of medicine at and Dean of the School of Public Health and Community Medicine at the University of Washington. Dr. Omenn was a director of Rohm & Haas Co., a manufacturer or specialty chemicals, from 1987 until March 2009, where he served on the Audit, Nominating and Sustainability Committees and of OccuLogix, Inc., an in-vitro diagnostic company, from 2005 until 2008, serving on its Finance and Compensation Committees. Dr. Omenn has been a member of the scientific advisory board of Pro-Pharmaceuticals, Inc., a pharmaceutical company, since July 2009 and a member of the board of directors and scientific advisory board of Armune BioSciences, a non-public early-stage diagnostic company, since 2008. He has been an advisor to Motorola Inc., an electronics and equipment company, and a member of the Motorola science advisors since 1998.

Dr. Omenn’s civic, scientific and non-profit leadership roles include serving on the boards of the United Way, the Center for Public Integrity, the U.S. Civilian R&D Foundation, the Fred Hutchinson Cancer Research Center and the Salzburg Global Seminar. Dr. Omenn has won several honors and awards and has published many significant papers, reviews and books.

Dr. Omenn’s broad scientific, medical and research experience, including his leadership roles at the University of Michigan and the University of Washington, provides perspectives on the requirements and behaviors of the medical community as well as special insight into the research and development activities of our Company.

JUDITH C. PELHAM

Ms. Judith C. Pelham is the 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. Prior to her current position at Trinity Health, she was the President and Chief Executive Officer of Trinity Health, the President and Chief Executive Officer of Mercy Health Services, a system of hospitals, home care, long-term care, ambulatory services and managed care, from 1993 to 2000, the President and Chief Executive Officer of the Daughters of Charity Health Services, a network of hospitals, home care and ambulatory services, and the Assistant Vice President of Brigham and Women’s Hospital.

Since August 2009, Ms. Pelham has sat on the board of Eclipsys Corporation, a healthcare IT solutions company, serving on its Compensation Committee, and from 2005 to 2006 she was a director of Hospira, Inc., a specialty pharmaceutical delivery company, and a member of its Audit and Public Policy and Compliance Committees. She also sits on the board of trustees of Smith College and is a member of its Audit Finance and Buildings and Grounds Advancement Committees.

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Ms. Pelham has received numerous honors for her civic and healthcare systems leadership, including the CEO IT Achievement Award in 2004 from Modern Healthcare and the Healthcare Information Management Systems Society for her leadership in implementing information technology in healthcare provider organizations and the National Quality Healthcare Award in 2004 from the National Committee for Quality Healthcare, for innovation and implementation of clinical quality and patient safety systems. She received the American Hospital Association Partnership for Action Grassroots Advocacy Award in 1992 in recognition of her work in healthcare reform.

Ms. Pelham’s career at a number of large healthcare systems, as well her extensive experience developing programs to improve the health status of communities and championing innovation and advances in the delivery of, access to and financing of healthcare, provide an understanding of the nation’s healthcare system, the patient populations served by our Company’s products and the operations of our Company.

J. PAUL REASON

Admiral J. Paul Reason USN (Retired) served as Commander-in-Chief of the U.S. Atlantic Fleet, as Naval Aide to the President of the United States and in numerous other roles and assignments in his 34 years career in the U.S. Navy. Upon leaving the Navy, Admiral Reason was an executive at SYNTEK Technologies, Inc., a consulting and professional services company, then served as the President and Chief Operating Officer of Metro Machine Corporation, a shipyard operator, from 2000 to 2005, and its Vice Chairman and President from 2005 to 2006. Since 2006, he has been an independent consultant.

Admiral Reason has served as a director of Todd Shipyards Corporation, a shipbuilding company, and on its Compensation Committee since 2007 and of Norfolk Southern Corporation and on its Audit, Finance and Compensation Committees since 2002. From 2001 to 2006, he was on the board of Wal-Mart Stores, Inc., a retail company, and served on its Audit Committee. In addition to his active service in the U.S. Navy, Admiral Reason is a member of the National War Powers Commission and was Chairman of the U.S. Navy Memorial Foundation. He authored Sailing New Seas, a blueprint for the governance of maritime forces in the 21^st century. He has been the Chairman of ORAU Foundation, which provides educational and technical support to the Oak Ridge National Laboratory, and a member of the Naval Studies Board of National Academics NRC-NSB, both since 2007.

Admiral Reason’s leadership in the U.S. Navy and in executive positions at Metro Machine Corporation provides broad leadership and strategic skills and perspective, particularly with regard to interaction with government agencies in our heavily regulated industry.

LEONARD D. SCHAEFFER

Mr. Leonard D. Schaeffer has been Chairman of the Board of Surgical Care Affiliates, LLC, a surgical services company, since 2007 and a Senior Advisor for Texas Pacific Group, a private investment firm, since 2006. From November 2004 to November 2005, Mr. Schaeffer served as Chairman of the Board of WellPoint, Inc., the largest health insurance company in the United States created by the combination of WellPoint Health Networks, Inc. and Anthem, Inc. From 1992 until 2004, Mr. Schaeffer served as Chairman of the Board and Chief Executive Officer of WellPoint Health Networks, Inc. He has been a director of Allergan, Inc., a specialty pharmaceutical company, since 1993, serving as Chair of its Organization & Compensation and Corporate Governance Committees, and as a director of Quintiles Transnational Corp., a clinical research and consulting services company, since 2008, serving as Chair of its Corporate Governance and Compliance Committee and on its Audit Committee. Mr. Schaeffer has also been a director of the National Institute for Health Care Management since 1993, serving on its Advisory Board Committee.

Mr. Schaeffer has been the Chairman of the Board, from 1989 to 2004, and Chief Executive Officer, from 1986 to 2002, of Blue Cross of California, President and Chief Executive Officer of Group Health, Inc., a health maintenance organization, Executive Vice President and Chief Operating Officer of the Student Loan Marketing Association (Sallie Mae) from 1980 to 1982, and Administrator of the Centers for Medicaid and Medicare Services, or CMS (formerly the Health Care Financing Administration) from 1978 to 1980. Prior to CMS,

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Mr. Schaeffer was employed by the Department of Health and Human Services, the Illinois Bureau of the Budget and the Illinois Department of Mental Health. Mr. Schaeffer was named the Judge Widney Professor and Chair at the University of Southern California and serves on the board of The Brookings Institute and the board of fellows of Harvard Medical School.

Mr. Schaeffer’s career as a chief executive officer of health insurance organizations such as Blue Cross and WellPoint, as well as his experience with and insight gained into government reimbursement programs while with CMS, provide a deep understanding of the nation’s healthcare system, healthcare industry, private and public reimbursement programs and the operations of our Company.

KEVIN W. SHARER

Mr. Kevin W. Sharer has been the Company’s Chief Executive Officer, or CEO, and President since May 2000. Since January 2001, he has also been Chairman of our Board of Directors. Mr. Sharer served as Amgen’s President and Chief Operating Officer from 1992 to May 2000, and has been a director of Amgen since November 1992. Under Mr. Sharer’s leadership as CEO, the Company has successfully launched seven products and completed the biotechnology industry’s largest-ever acquisition, which brought our eighth product, Enbrel^®. During Mr. Sharer’s tenure as CEO, Amgen has grown its annual revenues from $3.3 billion in 1999 to $14.6 billion in 2009. Prior to joining the Company, Mr. Sharer was an executive with MCI Communications Corporation and the General Electric Company, and a consultant with McKinsey & Company.

Mr. Sharer’s leadership skills were shaped by his training at the U.S. Naval Academy. He became lieutenant commander in the U.S. Navy, serving on two nuclear attack submarines and overseeing one nuclear submarine’s construction. After he left the U.S. Navy, he attended business school, receiving his MBA from the University of Pittsburgh.

Mr. Sharer has been on the board of Chevron Corporation, a petroleum refining company, since 2007 and a member of its Board Nominating and Governance and Management Compensation Committees. He has served on the board of Northrop Grumman Corporation, a search, detection, navigation, guidance and aeronautical systems company, since 2003, and on its Public Policy and Compensation and Management Development Committees. From 2001 to 2007, Mr. Sharer was a director of 3M Company, and from 1996 to 2005 he was on the board of Unocal Corporation, a crude petroleum and natural gas company, serving on its Board Governance and Management Development and Compensation Committees. He was also the Chairman of the Board of Pharmaceutical Research and Manufacturers of America from 2005 to 2007. He is a Trustee of CalTech and the Chairman of the Board of the Los Angeles County Museum of National History.

Mr. Sharer’s knowledge regarding our Company’s operations and the markets and industries in which we compete provides a critical link between management and the Board of Directors, enabling the Board to provide its oversight function with the benefit of management’s perspective of the business.

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

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ITEM 2

RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board has selected Ernst & Young LLP, or Ernst & Young, as our independent registered public accountants for the fiscal year ending December 31, 2010, and the Board has further directed that management submit this selection for ratification by the stockholders at our Annual Meeting. Ernst & Young has served as our independent registered public accounting firm and has audited our 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 and respond to appropriate questions.

Stockholder ratification of the selection of Ernst & Young as our independent registered public accountants is not required by our Restated Certificate of Incorporation, as amended, our Amended and Restated Bylaws, or otherwise. However, the Board is submitting the selection of Ernst & Young to the stockholders for ratification because we believe it is a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young, but still may retain them. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and that of our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

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ITEM 3

STOCKHOLDER PROPOSALS

Certain stockholders have informed the Company that they intend to present the proposals set forth below at the Annual Meeting. If the stockholders (or their respective “qualified representatives” as determined under our Amended and Restated Bylaws) are present at the Annual Meeting and properly submit their respective proposals for a vote, then the stockholder proposals will be voted upon at the Annual Meeting.

In accordance with the Federal securities laws, the stockholder proposals and supporting statements are presented below 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 websites and other sources referenced in the supporting statements. Any reference 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” BOTH STOCKHOLDER PROPOSALS #1 AND #2.

Stockholder Proposal #1

Mr. William Steiner with an address of 112 Abbottsford Gate, Piermont, NY 10968, owner of 300 shares of our Common Stock as of December 11, 2009, has notified the Company that he intends to submit the following proposal at the Annual Meeting:

1 — Shareholder Action by Written Consent

RESOLVED, Shareholders hereby request that our board of directors undertake such steps as may be necessary to permit shareholders to act by the written consent of a majority of our shares outstanding to the extent permitted by law.

Taking action by written consent in lieu of a meeting is a mechanism shareholders can use to raise important matters outside the normal annual meeting cycle. Limitations on shareholders’ rights to act by written consent are considered takeover defenses because they may impede the ability of a bidder to succeed in completing a profitable transaction for us or in obtaining control of the board that could result in a higher stock price. Although it is not necessarily anticipated that a bidder will materialize, that very possibility presents a powerful incentive for improved management of our company.

A study by Harvard professor Paul Gompers supports the concept that shareholder dis-empowering governance features, including restrictions on shareholder ability to act by written consent, are significantly correlated to a reduction in shareholder value.

The merit of this Shareholder Action by Written Consent proposal should also be considered in the context of the need for improvement in our company’s 2009 reported corporate governance status:

The Corporate Library www.thecorporatelibrary.com, an independent investment research firm, rated our company “D” with “High Governance Risk” and “Very High Concern” in Executive Pay — $14 million for CEO Kevin Sharer. The Corporate Library said adjusting executive incentives due to the conditions of the economy did not benefit shareholders and that executive equity awards became vested without performance measures.

Our following directors served on 7 boards rated “D” or “F” by The Corporate Library: Kevin Sharer, Chevron (CVX) and Northrop Grumman (NOC); Frank Herringer, Charles Schwab (SCHW); Frank Biondi, Cablevision Systems (CVC) and Hasbro (HAS); Leonard Schaeffer, Allergan (AGN) and Vance Coffman, Deere (DE). Vance Coffman was designated a “Flagged (Problem) Director” by The Corporate Library due to his audit committee chairmanship at Bristol-Myers Squibb (BMY) when Bristol-Myers settled a SEC suit alleging substantial accounting fraud. Furthermore Vance Coffman was assigned to our audit and nomination committees.

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We had no shareholder right to cumulative voting, an independent chairman or a lead director.

Amgen was accused by New York and other states of illegal kickbacks to promote sales of its anemia drug Aranesp. Meanwhile a study found certain patients who received Aranesp had about twice the risk of stroke. The lawsuit also said that Amgen invited doctors to weekend retreats, paid for their food and lodging and gave them extra payments as “advisers.”

The above concerns show there is need for improvement. Please encourage our board to respond positively to this proposal to enable shareholder action by written consent — Yes on 1.

Board Response to Stockholder Proposal #1

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

Our Board of Directors believes that it is unnecessary and not in the best interest of the Company or its stockholders to permit stockholders to act by written consent.

With rare exceptions, the annual meeting of stockholders is sufficient to handle all business on which stockholders must act. Where action is required outside of the annual meeting, the company may call a special meeting. Further, in an effort to promote stockholder democracy, the Board of Directors recently approved an amendment of the Company’s Bylaws giving stockholders the right to request special meetings. This provides stockholders with a powerful means to consider and approve stockholder-sponsored action and timely effect changes, while retaining the processes that ensure that stockholders act in a deliberate and fully informed manner.

Stockholder action by written consent can be used to circumvent the important deliberative process in which the informed views of all stockholders, management and the Board of Directors are considered. Stockholder meetings provide the opportunity for all stakeholders to be heard and educated action to be taken. The written consent process increases the potential, particularly in light of the fluid nature of communications enabled through technology and social media, for holders of a majority of shares outstanding to take action without notifying or receiving the input of the Board or minority stockholders. The Board of Directors believes that this potential result is contrary to the principles of stockholder democracy. Most significantly, the ability of the stockholders to act, without prior notice at any time, to replace the existing Board in the midst of a contest for control of the corporation could seriously affect the ability of the Board of Directors to achieve the best result for the stockholders. Even worse, the uncertain timetable created by the written consent procedure – the action is effective as soon as consents representing the requisite number of votes are received – could deter any potential higher bids, as potential bidders would not want to engage in the cost and effort of due diligence and negotiations given the possibility that at any time, without notice, our Board might be replaced.

The written consent process creates the potential for stockholder confusion and uninformed action. The solicitation by multiple stockholders of conflicting or overlapping consents on various issues can cause significant confusion and disruption. Further, the possibility of unannounced action through the written consent process upsets the ability of management and the Board of Directors to ensure the orderly conduct of the Company’s affairs. Without the full benefit of the knowledge, advice and participation of management and the Board of Directors, stockholders may engage in untimely and ill-advised action.

Delaware General Corporation Law recognizes these compelling concerns and expressly permits companies to eliminate or restrict stockholder action by written consent in order to ensure that all stockholders have an opportunity to consider in advance any proposed stockholder action. This explains in part why the vast majority of public companies do not allow stockholder action by written consent. The flexibility of Delaware law allows the Company to tailor its Certificate of Incorporation and Bylaws to promote the Company’s best interests and ensure that stockholders have an opportunity to be heard on matters impacting their rights.

The Board of Directors believes that the Company’s current structure strikes the appropriate balance between permitting stockholders to propose and effect timely changes and protecting the deliberative process that

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allows the views of minority stockholders, management and the Board of Directors to be considered. Accordingly, the Board of Directors does not believe that approval of Stockholder Proposal #1 is necessary or advisable.

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

Stockholder Proposal #2

The City of Philadelphia Public Employees Retirement System with an address of Two Penn Center Plaza, Sixteenth Floor, Philadelphia, PA 19102-1721, owner of 61,117 shares of our Common Stock as of November 23, 2009, has notified the Company that it intends to submit the following proposal at the Annual Meeting:

Resolved, that stockholders of Amgen Inc. (“Company”) urge the Compensation 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 until two years following the termination of their employment (through retirement or otherwise), and to report to stockholders regarding the policy before the Company’s 2011 annual meeting of stockholders. The 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 is an important component of senior executive compensation at Company. According to the compensation tables in the 2009 Proxy Statement, as of December 31, 2008, our CEO had been granted options/stock awards on 3,494,750 shares of stock that have not yet been exercised or not yet vested. The Company’s Compensation Committee has established stock ownership guidelines for the CEO of five times base salary for our CEO ($1,550,000 base salary times five equals $7,750,000), which has already satisfied. According to the 2009 Proxy Statement, the CEO owned 1,234,310 shares of stock as March 9, 2009 and had realized $3,685,734 during 2008 on the exercise of options covering just 180,000 shares.

However, the Company has no requirement that its executives retain any of their shares following termination of employment.

We believe requiring senior executives to hold a significant portion of shares obtained through compensation plans after the termination of employment would focus them on Company long-term success and would better align their interests with those of Company stockholders. In the context of the current financial crisis, we believe it is imperative that companies reshape their compensation policies and practices to discourage excessive risk-taking and promote long-term, sustainable value creation. A 2002 report by a commission of The Conference Board endorsed the idea of a holding requirement, stating that the long-term focus promoted thereby “may help prevent companies from artificially propping up stock prices over the short-term to cash out options and making other potentially negative short-term decisions.”

We believe the Company’s current policy of the CEO owning stock that is up to five times base salary does not go far enough to ensure that equity compensation builds executive ownership. We also view a retention requirement approach as superior to a stock ownership guideline because a guideline loses effectiveness once it has been satisfied.

We urge stockholders to vote for this proposal.

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Board Response to Stockholder Proposal #2

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

The Company’s current stock ownership guidelines include meaningful holding requirements that provide our executives with incentives to manage the Company in a manner that promotes long-term value growth. Because our guidelines effectively align the interests of officers and directors with those of our stockholders—and do so in a more comprehensive manner than the policy suggested in the proposal—the Board believes that the adoption of this particular proposal is unnecessary and recommends that stockholders vote against it.

The Company’s stock ownership guidelines were adopted in 2002 to align the long-term interests of our officers and directors with those of our stockholders. The Compensation and Management Development Committee regularly reviews the stock ownership guidelines and compares our guidelines with those utilized by our peers and with practices endorsed by corporate governance experts. As recently as October 2009, the Compensation and Management Development Committee recommended, and the Board approved, revised stock ownership guidelines.

We believe that our current stock ownership guidelines represent a more effective and comprehensive approach of promoting the long-term interests of stockholders than the policy suggested by the proponent. While the proposal addresses only “senior executives,” the Company’s stock ownership guidelines apply to all employees holding the title of Vice President and above. In addition, the proposed policy provides no guarantee of stock ownership by executive officers until stock is acquired through the Company’s equity incentive plans. Our guidelines, by contrast, require ownership of the Company’s securities that 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. The Chief Executive Officer’s guideline is set at a multiple of five times annualized base salary and Executive Vice Presidents must reach a threshold of three times base salary. Our Senior Vice Presidents and Vice Presidents are required to hold 13,500 and 4,500 shares, respectively, and all non-employee directors are required to hold 8,000 shares of our stock. Officers and directors are required to reach their required levels of stock ownership within five years and maintain the level for as long as they hold their respective positions. Officers who do not comply with the stock ownership guidelines are subject to discipline by the Company, including termination of employment.

A policy requiring executives to hold a significant portion of their equity awards for two years beyond retirement or termination could diminish our ability to attract and retain the talented executives that are critical to our long-term success. The proposed emphasis on post-retirement and post-termination compensation would unnecessarily limit our executives’ ability to prudently manage their financial affairs at a time when they no longer have any control over our operations or results. Further, requiring senior executive officers to retain a 75% stock ownership threshold beyond termination or retirement could result in motivating senior executives to leave the Company early in order to realize the value that they helped to create. The proposal reduces the benefits of equity compensation to our executives by severely limiting their ability to diversify their portfolios, make charitable gifts or liquidate a portion of their holdings in order to meet expenses. In addition, there may be practical limitations on our ability to enforce the holding requirements after termination of employment. As a result, this proposal could make it more difficult and costly to attract, motivate and retain top management talent.

The Board believes that our stock ownership guidelines, coupled with the significant vesting periods for the Company’s equity awards, strikes the right balance between ensuring that our officers have a significant equity stake in the Company’s future and maintaining a competitive executive compensation program. We also believe that our stock ownership guidelines appropriately align the interests of our executive officers 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 #2.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of March 15, 2010 by: (i) each director, each of whom is a nominee to become director; (ii) our Chief Executive Officer, our Chief Financial Officer and each of our other three most highly compensated executive officers for the year ended December 31, 2009 (collectively, the Named Executive Officers); and (iii) all of our current directors, Named Executive Officers and executive officers as a group.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of our Common Stock owned by each person or entity known to the Company to be the beneficial owners of more than five percent of our Common Stock as of December 31, 2009, except as noted, based on a review of publicly available statements of beneficial ownership filed with the Securities and Exchange Commission, or SEC, on Schedules 13D and 13G through March 15, 2010.

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CORPORATE GOVERNANCE

Board of Directors Corporate Governance Highlights

The Board is governed by its corporate governance principles, which are amended from time to time to incorporate certain current best practices in corporate governance. The corporate governance principles may be found on the Company’s website at www.amgen.com⁽¹⁾ and are available in print upon written request to the Company’s Secretary. The Board’s corporate governance practices include the following:

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Director Qualifications and Review of Board Diversity

Our Governance Committee is responsible for determining Board of Director membership qualifications and selects, evaluates and recommends to the Board nominees to fill vacancies as they arise. The Governance Committee does not maintain a diversity policy, but the Governance Committee considers diversity as one factor of many, as appropriate. The Governance Committee maintains, with the approval of the Board, guidelines for selecting nominees to serve on the Board and for considering stockholder recommendations for nominees. The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement as Appendix A. The Governance Committee makes recommendations to the Board regarding the size and composition of the Board. The Governance Committee reviews periodically with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. The Governance Committee is responsible for ensuring that the composition of the Board of Directors accurately reflects the needs of the Company’s business and, in furtherance of this goal, proposing the addition of members to the Board. Among other things, Board members should possess demonstrated breadth and depth of management and leadership experience, financial and/or business acumen or relevant industry or scientific experience, integrity and high ethical standards, sufficient time to devote to the Company’s business, the ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders, the ability to comply with the Amgen Board of Directors’ Code of Conduct and a demonstrated ability to think independently and work collaboratively. In addition, the Governance Committee considers, where necessary and appropriate, maintaining a Board of Directors that reflects diversity. Diversity includes race, ethnicity and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience and scientific and academic expertise, geography and personal backgrounds. All of our non-employee directors are considered independent. Each nominee also brings a strong and unique background as more specifically described under “ITEM 1 ELECTION OF DIRECTORS” above.

Leadership Structure and Risk Oversight

Leadership Structure

The Company’s current leadership structure and governing documents permit the roles of Chairman of the Board, or Chairman, and Chief Executive Officer, or CEO, to be filled by the same or different individuals. The Board of Directors has currently determined that it is in the best interests of the Company to have one person serve as Chairman and CEO for the reasons stated below. As such, Mr. Sharer holds the position of Chairman and CEO.

Corporate Governance Structure. The Board believes the Company’s corporate governance structure, with its strong emphasis on Board independence and strong Board and committee involvement, provides sound and robust oversight of management.

Board Independence. At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.

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Composition of the Board. Twelve out of the thirteen director nominees (over 93%) are independent as defined by The NASDAQ Stock Market LLC, or NASDAQ, listing standards and the requirements of the Securities and Exchange Commission, or SEC. All of our directors are elected annually.

Key Committees Comprised of Independent Directors. The Audit Committee, the Compensation Committee, the Compliance Committee, and the Governance Committee are each composed solely of independent directors and provide independent oversight of management. In addition, the Audit and Compensation Committees meet in executive session at all regular meetings, at least five times per year. Each of our committees effectively manages their Board delegated duties and communicates regularly with Mr. Sharer. In addition, the Compensation Committee has an effective process for monitoring and evaluating Mr. Sharer. The Chairperson for each committee reports to the full Board at each regular meeting of the Board.

Independent Directors Sessions. At each regularly scheduled Board meeting, the independent directors meet in an executive session without Mr. Sharer to review Company performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items. These independent sessions are organized and chaired by the presiding independent director, Mr. Herringer, the chair of the Governance Committee. Mr. Herringer also serves as a regular communication channel between the independent directors and Mr. Sharer.

Current Leadership Structure. Mr. Sharer holds the position of Chairman and CEO. The Board currently believes that the Company and its stockholders are best served by having Mr. Sharer serve in both positions. Mr. Sharer is most familiar with our highly complex and long-cycle business and the unique challenges we face in the current environment. The Board believes Mr. Sharer is best situated to set the agenda items and lead discussions on the important matters affecting us. Mr. Sharer’s wealth of knowledge regarding Company operations and the industries and markets in which we compete positions him to best identify matters for Board review and deliberation. Additionally, the combined role of Chairman and CEO facilitates centralized Board leadership in one person so there is no ambiguity about accountability. This structure also eliminates conflict between two leaders and minimizes the likelihood of two spokespersons sending different messages. Other than Mr. Sharer, all members of the Board are independent and our key committees are comprised solely of independent Board members. In addition, at each regularly scheduled Board meeting, independent directors meet in an executive session without Mr. Sharer present to review Company performance, management effectiveness, proposed programs and transactions and the Board meeting agenda. These independent sessions are organized and chaired by a presiding independent director, Mr. Herringer, the chair of the Governance Committee.

In addition, the Board currently believes that a single person, acting in the capacities of Chairman and CEO, serves as a bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. Mr. Sharer’s day-to-day insight into our challenges facilitates a timely deliberation by the Board of important matters. In short, the Board currently believes that the Company can more effectively execute its strategy and business plans to maximize stockholder value if our Chairman is also a member of the management team.

In this regard, the Board’s current leadership structure is consistent with the practice at many large U.S. companies. There is no consensus in the U.S. that separating the roles is a governance best practice nor that combining the roles adversely affects corporate financial performance. American companies have historically followed a model in which the chief executive officer also serves as chairman of the board; this is particularly true for larger companies where the complexities of the issues often warrant a combined position to ensure effective and efficient board meetings, information flow, crisis management and long-term planning.

Flexibility of Board. The Board is committed to high standards of corporate governance. The Board also values its flexibility to select, on a case-by-case basis, the style of leadership best able to meet the Company’s and stockholders’ needs based on the qualifications of the individuals available and circumstances existing at the time.

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The Board’s Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the Company’s objectives, including strategic objectives to improve long-term financial and operational performance and enhance stockholder value. Our Board believes that a fundamental part of risk oversight is not only understanding the risks that we face, through regular communications with senior management during Board and committee meetings regarding risk management, control and mitigation, but also understanding what level of risk is appropriate for our Company and how that level of risk may change over time or due to circumstances. We believe that the risk management areas that are fundamental to the success of our annual and strategic plans include certainty of supply, the direction and productivity of our product development efforts, legal and regulatory compliance and the reliability of public and private reimbursement systems, all of which are managed cross-functionally by senior executive management reporting directly to our CEO. Our Board also engages in risk management discussions and considers risks to the Company as a part of the strategic planning process, the annual budget review and approval, the capital plan review and approval, the other approval processes, and through reviews of compliance issues in the appropriate committees of our Board as appropriate. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board are structured to oversee specific risks, as follows:

At each regular meeting, or more frequently as needed, the Board of Directors considers reports from each of the committees above, which reports often provide considerable detail on risk management issues and management’s response.

Compensation Risk Management

In 2009, the Compensation Committee directed management to work with the Compensation Committee’s independent compensation consultant to conduct an assessment of the Company’s compensation policies and practices for all staff members for material risk to the Company. The results of this assessment were reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, the Company believes that, through a combination of risk-mitigating features and incentives guided by relevant market practices and Company-wide goals, the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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In evaluating our Company’s compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee and its independent consultant believe discourage excessive risk-taking, including the factors described below.

Code of Ethics and Business Conduct

Our Board has adopted two codes of business conduct and ethics, one that applies to our directors and the second which applies to all of our staff members, including our executive officers. To view our codes of conduct please visit our website at www.amgen.com⁽¹⁾. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers, at the same location on our website identified above. There were no waivers of either of the codes of conduct in 2009.

Board Independence

At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.

The Board has determined that each of our non-employee directors is independent under the listing standards of NASDAQ and the requirements of the SEC. Mr. Sharer is not independent based on his service as our CEO and President. Mr. Sharer is the only director who also serves us in a management capacity. In making

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its independence determinations, the Board reviewed transactions and relationships between the director, or any member of his or her immediate family, and us or one of our subsidiaries or affiliates based on information provided by the director, our records and publicly available information. Specifically, the Board considered the following types of relationships and transactions: (i) principal employment of and other public company directorships held by each non-employee director, which are set forth in “ITEM 1 ELECTION OF DIRECTORS” above; (ii) contracts or arrangements that are ongoing or which existed during any of the past three fiscal years between the Company and/or its subsidiaries or affiliates and any entity for which the non-employee director, or his or her immediate family member, is an executive officer or greater-than-10% stockholder; and (iii) contracts or arrangements that are ongoing or which existed during any of the past three fiscal years between the Company and/or its subsidiaries or affiliates and any other public company for which the non-employee director serves as a director. All identified transactions that appear to relate to the Company and/or its subsidiaries or affiliates and an entity with a known connection to a director are presented to the Board for consideration. The Board’s independence determinations included reviewing the following transactions and arrangements:

None of our directors has any direct or indirect interest in any of these transactions and arrangements and the Board determined that these transactions and arrangements did not warrant a determination that the director was not independent.

Board Meetings

The Board held five meetings in 2009 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. The independent members of the Board meet in executive session without management at all regularly scheduled meetings of the Board. The Chairman of the Governance Committee presides at such meetings. We and the Board expect all directors to attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. All of the then-current members of the Board, with the exception of Mr. Gluck, were present at our 2009 annual meeting of stockholders.

Board Committees and Charters

The Board’s standing committees are: Audit Committee, Compensation Committee, Compliance Committee, Equity Award Committee, Executive Committee and Governance Committee. The Board maintains charters for each of these standing committees. In addition, the Board has adopted a written set of corporate governance principles and a Board of Director’s code of conduct that generally formalize practices we have in place. To view the charters of the committees named above, the corporate governance principles and the Board of Directors’ code of conduct, please visit our website at www.amgen.com⁽¹⁾.

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Audit Committee

The Audit Committee met ten times in 2009. Mr. Biondi serves as Chairman and Ms. Pelham, Mr. de Carbonnel and Drs. Baltimore, Coffman and Omenn currently serve as members of the Audit Committee. All members of the Audit Committee meet the NASDAQ composition requirements, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that each member is independent under the listing standards of NASDAQ and the rules of the SEC, regarding audit committee membership. The Board has determined that each of Messrs. Biondi and de Carbonnel and Dr. Coffman is an “audit committee financial expert” as defined by Item 407 of Regulation S-K.

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) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases.

Compensation and Management Development Committee

The Compensation Committee met six times in 2009. Mr. Gluck serves as Chairman and Adm. Reason, Messrs. Choate, Herringer and Schaeffer currently serve as members of the Compensation Committee, each of whom has been determined by the Board to be independent under the listing standards of NASDAQ and the requirements of the SEC.

The Compensation Committee assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s compensation plans, policies and programs, especially those regarding executive compensation. The Compensation Committee is responsible for ensuring that the Company’s compensation programs are designed to encourage high performance, promote accountability and adherence to Company values and the staff member code of conduct and align with the interests of the Company’s stockholders. The Compensation Committee is also responsible for ensuring that the executive management development processes are designed to attract, develop and retain talented leadership to serve the long-term best interests of the Company. The Governance Committee is responsible for evaluating and making recommendations to our Board regarding non-employee director compensation.

The processes and procedures of the Compensation Committee for considering and determining compensation for our executive officers are as follows:

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Equity Award Committee

The Equity Award Committee met four times in 2009. Mr. Gluck serves as Chairman and Messrs. Choate and Sharer currently serve as members of the Equity Award Committee. Our Board has delegated to the Equity Award Committee the responsibility for determining equity-based awards to vice presidents and below who are not Section 16 officers and the Equity Award Committee has the authority to make equity-based grants to such eligible staff members for purposes of compensation, retention, promotion and commencement of employment under the Company’s plans and programs, consistent with the equity grant guidelines by grade level reviewed annually by the Compensation Committee. In addition, the Equity Award Committee delivers a report to the Compensation Committee for report to the Board summarizing the equity-based awards made by the Equity Award Committee.

Governance and Nominating Committee

The Governance Committee met four times in 2009. Mr. Herringer serves as Chairman and Drs. Baltimore, Coffman and Henderson, Messrs. de Carbonnel, Choate and Gluck currently serve as members of the Governance Committee, each of whom has been determined by the Board to be independent under the listing standards of NASDAQ and the requirements of the SEC. Dr. Henderson was appointed to the Governance Committee in July 2009.

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 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 its committees 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 A. Stockholders wishing to communicate with the Governance Committee regarding recommendations for director nominees should follow the procedure described in “—Communication with the Board” below. Additionally, the Governance Committee recommends to the Board nominees for appointment as executive officers and certain other officers.

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The Governance Committee also oversees the corporate governance and Board membership matters of the Company. Among the Governance Committee’s responsibilities, the Governance Committee evaluates and makes recommendations to our Board regarding compensation for non-employee Board members. Any Board member who is also an employee of the Company does not receive separate compensation for service on the Board.

The processes and procedures of the Governance Committee for considering and determining director compensation are as follows:

In 2007, the Governance Committee recommended to the Board that it amend our Director Equity Incentive Program to align the timing of equity grants to directors with our equity awards policy for our staff members and the Board so amended this program. In March 2009, the Board adopted a slightly modified Director Equity Incentive Program in connection with our 2009 Equity Incentive Plan approved by stockholders at our 2009 annual meeting of stockholders. The details of this program are discussed below under “DIRECTOR COMPENSATION.”

Corporate Responsibility and Compliance Committee

The Compliance Committee met five times in 2009. Mr. Schaeffer serves as Chairman and Drs. Henderson and Omenn, Ms. Pelham and Adm. Reason serve as members of the Compliance Committee. Dr. Henderson was appointed to the Compliance Committee in July 2009.

The Compliance Committee is responsible for overseeing our compliance program and reviewing our programs in the areas of ethical conduct, environmental protection, health and safety, human resources and government affairs. Additionally, the Compliance Committee receives regular updates on political, social and environmental trends and public policy issues that may affect our business or public image, and reviews our political and charitable activities.

Our compliance program is designed to promote ethical business conduct and ensure compliance with applicable laws and regulations. We have codes of conduct for our officers, 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 our Chief Compliance Officer. Our Chief Compliance Officer, who reports to the Compliance Committee, oversees the ongoing operations of the compliance program. The key objectives of our 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.

Executive Committee

The Executive Committee did not meet in 2009. Mr. Sharer serves as Chairman and Messrs. Biondi, Choate, Gluck, Herringer and Schaeffer currently serve as members of the Executive Committee. The Executive Committee has all the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, changes to our

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Restated Certificate of Incorporation, as amended, or any other matter expressly prohibited by law or our Restated Certificate of Incorporation, as amended.

Communication with the Board

Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Secretary at our principal executive office, One Amgen Center Drive, Thousand Oaks, California 91320-1799, Mail Stop 38-5-A. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the Chairman of the Governance Committee.

Compensation Committee Report⁽¹⁾

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2010 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K.

Compensation Committee

of the

Board of Directors

Frederick W. Gluck, Chairman

Jerry D. Choate

Frank C. Herringer

J. Paul Reason

Leonard D. Schaeffer

Forward-Looking Statements

This proxy statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those set forth in the statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements of revenues, adjusted earnings per share and other financial metrics, expected political, clinical or regulatory results or practices, the development of Amgen’s product candidates, including anticipated product approvals, planned international expansion and other such estimates and results. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements involve significant risks and uncertainties, including those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009 and in our most recent periodic reports on Form 10-Q and Form 8-K filed with the SEC, and actual results may vary materially.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation strategy, policies, programs and practices for our Named Executive Officers identified in the “Summary Compensation Table.” Our Named Executive Officers consist of our Chief Executive Officer, or CEO, our Chief Financial Officer, or CFO, and the three next most highly paid executive officers of the Company. The Compensation Management and Development Committee is generally referred to as the Compensation Committee.

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EXECUTIVE COMPENSATION OBJECTIVES

Our compensation programs have been designed to achieve the following objectives, as we believe that our executive compensation programs should:

We intend that our compensation programs reward actions and outcomes that are consistent with the sound operation of our Company and are aligned with the creation of long-term stockholder value. We have in place certain key safeguards, such as our clawback policy (which applies to bonuses and other incentive and equity compensation awarded to executive officers) and our executive stock ownership guidelines which are designed to require executives to hold significant amounts of the Company’s equity and further align executive officers with the interests of our stockholders and our long-term success.

PRIMARY ELEMENTS OF NAMED EXECUTIVE OFFICER COMPENSATION

Our executive compensation program, in which all of our Named Executive Officers participate, is comprised of three primary elements – base salaries, annual cash incentive awards, and LTI equity awards. The sum of these three elements at target levels of our performance is referred to as target total direct compensation (Target TDC). The following table displays our 2009 Target TDC weightings for our Named Executive Officers, or NEOs. Above-target awards from our annual cash incentive award program are realized only if the Company exceeds target levels of achievement for the Company goals discussed below.

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HOW COMPENSATION DECISIONS ARE MADE FOR OUR NAMED EXECUTIVE OFFICERS

The table below delineates the responsible parties and their respective roles in the determination of our executive compensation for our Named Executive Officers.

Use of Compensation Committee Consultant

To assist the Compensation Committee in its review and determination of 2009 and 2010 executive compensation, the Compensation Committee sought advice from Frederic W. Cook & Co., or Cook & Co., an independent consultant, throughout 2009. A Cook & Co. consultant worked directly with the Compensation Committee in the role described in the table above.

In addition to the services directed by the Compensation Committee related to executive compensation, Cook & Co. also provides services to the Governance and Nominating Committee related to director compensation at their request, although no such services were performed in 2009. The Company purchases proprietary survey data from Cook & Co. on a periodic basis, but does not engage Cook & Co. in the provision of any other services to the Company. The surveys purchased by the Company are not customized. During 2009, the Compensation Committee, as in past years, directed the nature of the communications and interchange of data between Cook & Co. and our staff members.

Peer Group Company Market Information

The Compensation Committee believes that, given the unique complexity of our industry and our industry’s long product development cycle and focus on innovation, Peer Group (as defined below) company market information (as contrasted to market information from a broader group of large companies) is currently the most

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appropriate standard of measuring the competitive market for our executive talent. The Compensation Committee compares our pay levels and programs to those of our Peer Group, and uses this comparative data as a reference point in its review and determination of compensation. Our approach also considers competitive compensation practices and other relevant factors in setting pay rather than establishing compensation at very specific benchmark percentiles. Information regarding the composition and selection of our Peer Group is set forth later in this Compensation Discussion and Analysis.

Target Annual Cash Compensation

Target annual cash compensation is the sum of the executive officer’s base salary and target annual cash incentive award and is typically set for the year in March, unless an executive officer is subsequently promoted to a higher level position later in the year. While the Compensation Committee makes separate base pay and target annual cash incentive award decisions for each Named Executive Officer based upon criteria described herein, its practice is to review the resulting combination of the decisions, or the target annual cash compensation, as a key metric for comparing short-term compensation to the Peer Group. In general, the Compensation Committee sets the base salary for a person who remains in the same position within the salary range for that grade level (based on a number of factors described below) in combination with the target annual cash incentive award for the grade level around the Peer Group median in order to properly balance fixed compensation (base salary) and performance-based compensation (the target annual cash incentive award). The Compensation Committee compares target annual cash compensation for each Named Executive Officer to the most recent Peer Group market data for comparable positions available at that time.

In general, the practice of the Compensation Committee for 2009 was to manage the target annual cash compensation for each Named Executive Officer around the Peer Group median as follows:

ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS

Base Salaries

The base salary for each staff member, including Named Executive Officers, is managed within the range of base salaries set for that staff member’s level. Generally, in March of each year, the base salary range for each grade level (including the levels applicable to the Named Executive Officers) and the specific base salaries for the Named Executive Officers are set based upon the Compensation Committee’s review of the available base salary Peer Group (as defined below) data for each available Named Executive Officer position, which typically includes the 25^th, 50^th and 75^th percentile data, our performance, market conditions and such other factors the Compensation Committee deems relevant. Additionally, our CEO engages in a discussion with the Compensation Committee concerning his assessment of the performance of each of our other Named Executive Officers and his recommendations regarding any salary adjustments for them. The Compensation Committee then uses our CEO’s evaluation of each of our other Named Executive Officer’s performance, information with respect to each person’s experience and other qualifications, and the base salary adjustment recommendation made by the CEO in determining each of our other Named Executive Officer’s base salary within the salary range. For the CEO, the Compensation Committee received a report from the Senior Vice President of Human Resources, based on his interviews of the CEO’s direct reports, which is used as input by the Compensation Committee in

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determining the CEO’s performance and base salary adjustment. Named Executive Officers have no expectation or guarantee of a base salary increase based on a pre-determined percentage or otherwise and no pre-established formulaic base salary increases are granted.

In March 2009, the Compensation Committee engaged in extensive discussions regarding executive compensation and assessed the market competitiveness of each Named Executive Officer’s base salary and such officer’s performance as well as, but to a lesser degree, the Company’s overall performance, which resulted in the following actions:

The base salary adjustments approved and implemented in March 2009 are shown in the table below:

In March 2010, each Named Executive Officer received a base salary increase ranging between 2.5% and 2.9%. The size of these increases was consistent with the increases granted to our U.S.-based staff members, and is generally intended to maintain each Named Executive Officer’s relative positioning as compared to the Peer Group.

Annual Cash Incentive Awards

Annual cash incentive awards to our Named Executive Officers are made under the Executive Incentive Plan, or EIP, which employs a formula that generates a maximum award for each participant. The maximum award for each participant is based on our adjusted net income, as defined in the EIP. The maximum award payable to our CEO for 2009 was set at 0.125% of the defined amount, with the maximum award payable to each of our other Named Executive Officers set at 0.075% of the defined amount. The Compensation Committee’s practice has been to exercise negative discretion from the calculated EIP maximum award payable to each individual by using the GMIP Company goals score and the participant’s target annual cash incentive award in making its determination of the actual award amount paid. This approach is not purely formulaic, as the Compensation Committee also considers the contributions of each participant to our success during the performance period. The EIP definition of adjusted net income, the maximum award payable to each participant under the EIP, the GMIP Company goals, and the target annual incentive award for the CEO and each Named Executive Officer are determined by the Compensation Committee during the first 90 days of the applicable calendar year. Annual cash incentive awards are paid in March of the year following the performance period.

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In March 2009, the Compensation Committee increased the 2009 target annual cash incentive award percentages for the CEO from 140% of base salary to 150% of base salary, and for the other Named Executive Officers from 75% of base salary to 80% of base salary. This was done to bring their target annual total cash compensation (comprised of base salary and target annual cash incentive award) closer to a median position within the Peer Group, as reflected in the compensation surveys reviewed by the Compensation Committee in early 2009. The Compensation Committee believed that this was an appropriate position for Mr. Sharer relative to the other Named Executive Officers with the mix of base salary and target annual cash incentive award more dependent on our performance, for which the CEO position bears ultimate accountability.

2009 GMIP Company Goals

The Compensation Committee approved the 2009 GMIP Company goals for 2009 consisting of the goals set forth in the table below, which table also illustrates the weighting of each goal and our actual performance for 2009:

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These Company goals were selected to retain the emphasis on financial performance (60% weighting), while focusing the remaining goals on other critical success factors. While all of these goals measure single-year performance, taken as a whole, they are intended to positively position us for both short-and long-term success:

All of these goal categories are relevant to the creation of stockholder value both in the near- and longer-term, and, especially in the area of compliance, are mindful of the protection and preservation of stockholder value.

Our performance against the 2009 GMIP Company goals (as shown in the table above) yielded a composite score of approximately 151.2%. In light of the Company’s successful performance compared to our 2009 GMIP Company goals, the Compensation Committee exercised its discretion under the EIP to reward the CEO and the other Named Executive Officers for their contributions to Company results. For 2009, the Compensation Committee did not deviate from the GMIP Company goals composite score in determining the actual award for Mr. Sharer or the other Named Executive Officers.

The following actual annual cash incentive awards were paid to our Named Executive Officers under the EIP:

In March 2010, the Compensation Committee approved GMIP Company goal categories for 2010 performance that are substantially consistent with the 2009 Company goal categories, except the 2010 goal categories replaced “Improve Compliance Infrastructure” with “Expand Internationally.”

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Long-Term Incentive Equity Awards

LTI equity awards are granted to nearly all of our staff members worldwide, including our Named Executive Officers. Annual LTI equity award grants made in 2009 to our Named Executive Officers consisted of time-vested restricted stock units and stock options and three-year performance units, with the restricted stock units and stock options that generally vest in four equal annual installments. Performance units are earned and converted into shares of our Common Stock at the end of the three-year performance period based on the extent to which the performance goals for the applicable period are met.

In 2007, Cook & Co. performed a comprehensive review of our executive compensation programs, including LTI equity awards. The LTI equity award portion of this study was updated in December of 2008. Based on these reviews, the Compensation Committee targeted in 2009 an annual total LTI equity award budget for the pool of equity awards to be made to our staff members as a group, including our Named Executive Officers, that approximated the 75^th percentile of the Peer Group, as measured by shareholder value transferred. LTI equity award grants for each Named Executive Officer, including the CEO, are generally sized to approach the 75^th percentile of the Peer Group values as measured at the time of grant, although fluctuations occur year-to-year due to marketplace volatility and the large number of other variables that affect the value of LTI equity awards at grant. The Compensation Committee believes that this 2009 total LTI equity award budget was appropriate because we do not have other forms of long-term wealth creation and retention programs, such as a defined benefit pension plan or traditional Company-provided retiree medical plans that are common among our Peer Group. Additionally, this use of equity further aligns with stockholder interests by further emphasizing long-term Company performance.

Determining Award Amounts

Equity grant guidelines are set for each executive officer level, based on the size of the annual total LTI equity award budget and Peer Group data. Commencing in 2008 and continuing in 2009, the annual LTI equity award grant for each Named Executive Officer has been allocated among restricted stock units (20%), stock options (40%) and performance units (40%). The Compensation Committee chose this mix of awards to address dual objectives of pay-for-performance and retention of key talent over the longer-term, with awards based solely on stock price performance, Company financial performance, or both, representing 80% of the mix. In determining the number of each type of equity award to be granted, restricted stock units and performance units are valued relative to stock options using a ratio of 1 to 3.5 (meaning that each restricted stock unit or performance unit is considered equal in value to 3.5 stock options at the time of grant). This ratio reflects the higher value as measured at the time of grant of these awards as compared to stock options. Given the design of each award type, however, there is no guarantee of any value realized from grants of performance units or stock options because they are dependent on our financial and/or stock price performance.

Restricted Stock Units

Beginning with the 2008 annual grant, the Compensation Committee added time-vested restricted stock units, which generally vest in equal installments over four years, to the LTI equity award mix for executives and officers, including our Named Executive Officers. Using restricted stock units as the smallest portion (20%) of the annual LTI equity award mix for executives and officers preserves our focus on paying for performance while serving as an effective retention tool, because restricted stock units have clear value from the date of grant forward.

Stock Options

The Compensation Committee grants time-vested stock options to tie compensation to increases in stockholder value over multi-year periods. Stock options are rights to purchase our Common Stock on or after the vesting date at the closing price of our Common Stock on the date of grant. Unlike restricted stock units, our stock price must increase over the exercise price set at the date of grant in order for stock options to have any value. Our stock options generally vest in equal installments over four years. The four-year vesting period for our

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annual grants of stock options was selected to encourage the retention of talented staff members and to provide an incentive and reward for their longer-term contributions to our success. In October 2009, the Compensation Committee extended the stock option term from seven to ten years beginning with the 2010 annual grant for all staff members. This change was made to align our stock option grants with the competitive practice in place at our Peer Group companies, and in recognition of the fact that we are engaged in a long-cycle business, where Company performance that drives stockholder value is often realized over significant periods of time. The additional period in which to exercise the vested options also facilitates personal financial planning, particularly in times of market volatility.

Performance Units

The Compensation Committee grants performance units to tie LTI equity award compensation to both our financial performance and stock price performance. Performance units are rights to receive our Common Stock, based on pre-established performance goals achieved over a performance period, generally three years. Except for the 2007-2009 performance period, which was two and a half years, we have granted three-year performance units every year since 2004, with performance goals that have been comprised of one or more of the following elements: revenue; adjusted EPS; and TSR (measured absolutely or relatively). These performance goals have been selected to align awards paid under our performance award programs with the returns experienced by our stockholders over the performance periods.

Performance Award Program – Units Earned for the 2007-2009 Performance Period. Performance unit awards were paid in March 2010 for the 2007-2009 performance period based on the following pre-established goals and actual results:

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Each performance unit earned entitles the participant to one share of the Company’s Common Stock. The actual results for the 2007-2009 performance period resulted in the Common Stock amounts earned as follows:

Performance Award Program – 2009–2011 Performance Period

The performance goals for the 2009-2011 performance period represent a change from the performance goals for the 2008-2010 performance period, which were based solely on the Company’s 2008-2010 absolute TSR performance. The design of the 2008-2010 performance goals was chosen, in part, because of the difficulty in setting multi-year Company financial goals in an uncertain economic and operating environment. The return of Company financial performance measures to the program for the 2009-2011 performance period was accomplished by using single-year 2009 measures for our revenue and adjusted EPS performance, in alignment with our 2009 GMIP Company goals, allowing the program to be consistently based on measures of both our top- and bottom-line financial performance even as the uncertain economic environment remained. A relative TSR multiplier was chosen as the third performance measure for the 2009-2011 performance period because the Compensation Committee believes that it appropriately measures management’s performance in a still unsettled market, by requiring a multi-year return to our stockholders relative to a group of comparator companies. An incentive for absolute TSR is also embedded in the 2009-2011 performance period, as each performance unit earned is converted to a share of our Common Stock and a higher stock price yields a higher award value at the time of delivery. The maximum number of performance units that may be earned is 200% of the performance units granted for the 2009-2011 performance period. Each performance unit earned entitles the participant to one share of the Company’s Common Stock.

The 2009-2011 performance period performance goals include Company revenue and adjusted EPS results for 2009. The performance results for these measures in 2009 and the resulting payout percentages earned are as follows:

The score (91%) resulting from our 2009 revenue and adjusted EPS performance will be modified (up or down) based on the ranking of our TSR results compared to the TSRs of the companies in a comparator group of other large companies in our industry (the Comparator Group) for the 2009-2011 performance period. The members of this Comparator Group are the same as those in our Peer Group, except that Roche Group acquired Genentech, Inc. in March 2009, Merck & Co. acquired Schering-Plough Corp. in November 2009 and Pfizer Inc. acquired Wyeth in October 2009 and thus the resulting combined companies to such acquisitions replaced the

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companies acquired as members of the Comparator Group for the 2009-2011 performance period. The table below describes how this relative TSR multiplier is determined. The relative TSR multiplier, however, shall not exceed 100% regardless of our ranking among the Comparator Group, if our ending Common Stock price (plus any dividends as if reinvested) for the 2009-2011 performance period is at or below a pre-established minimum dollar amount.

Consistent with our philosophy of Mr. Sharer having a greater percentage of compensation at risk than our other Named Executive Officers, Mr. Sharer’s performance unit grant for the 2009-2011 performance period represented approximately 8.1% of all performance units granted for such performance period (an increase from 7.7% for the 2008-2010 performance period), while Messrs. Bradway and Morrow and Drs. Perlmutter and Bonanni were each granted approximately 2.7% (an increase from 2.5% for the 2008-2010 performance period) of all performance units granted for the 2009-2011 performance period.

Performance Award Program – 2010–2012 Performance Period

In March 2010, the Compensation Committee approved retaining the same performance goal design for the 2010-2012 performance period as had been approved for the 2009-2011 performance period. Accordingly, the performance goals for the 2010-2012 performance period consist of 2010 revenue and adjusted EPS performance measures, in alignment with our 2010 GMIP Company goals, modified (up or down) by a relative TSR multiplier based on the ranking of our TSR results compared to the TSRs of the companies in the Comparator Group for the 2010-2012 performance period. The performance goal weightings and percentage payouts that may be earned based on our financial performance and relative TSR are substantially the same as those for the 2009-2011 performance period performance goals. The Compensation Committee approved the same number of performance units to be granted to the Named Executive Officers for the 2010-2012 performance period, as was granted to them for the 2009-2011 performance period, with the exception of our CEO who received an approximately 25% increase in performance units granted. The increase in performance units granted to the CEO was part of an overall increase in the size of his 2010 LTI equity award grant, and was made to improve the competitive positioning of his 2010 LTI equity award grant relative to the Peer Group. After this increase for the CEO, all of the Named Executive Officers, including the CEO, are projected to receive 2010 LTI equity award grants that approach the 75^th percentile of the Peer Group LTI equity award grant values.

Perquisites

Perquisites are intended to be limited, however, we believe that offering our Named Executive Officers certain perquisites facilitates the operation of our business, allows our Named Executive Officers to better focus their time, attention and capabilities on our business, alleviates safety and security concerns and assists us in recruiting and retaining key executives. We also believe that the perquisites offered to our Named Executive Officers are generally consistent with practices among companies in our Peer Group, as well as with those of large companies from broader industry segments.

The perquisites provided to our Named Executive Officers include an allowance for personal financial planning and tax preparation services (not to exceed $15,000 annually combined), annual physical examinations, and Company-paid moving and relocation expenses when they are required to move to a new location. Certain of our Named Executive Officers also have access to the personal use of a Company car and driver and the use of

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the Company aircraft. Our CEO is encouraged to use our private aircraft for all of his travel (business and personal) for safety, security and efficiency reasons as the Compensation Committee believes that the value to us of making the aircraft available to our CEO, in terms of safety, security and efficiency, is greater than the incremental cost that we incur to make the aircraft available.

It is the Compensation Committee’s intention to continually assess business needs and evolving practices to ensure that perquisite offerings are competitive and in the best interests of our stockholders. Commencing with 2007, the Compensation Committee eliminated tax gross-up reimbursements for Named Executive Officers, except in connection with reimbursement of moving and relocation expenses, consistent with our other staff members.

COMPENSATION ANALYSIS TOOLS

Peer Group Determination

To the extent available for each of our Named Executive Officers, the Compensation Committee reviews the compensation levels and practices of a peer group consisting of biotechnology and pharmaceutical companies given the significant industry-specific characteristics of the positions. Based on assessments of a number of relevant financial and performance metrics, including revenue, net income, market capitalization and employee count, the Compensation Committee approved the biotechnology and pharmaceutical companies set forth below to comprise our Peer Group for 2009. As compared to the Peer Group data for 2008 set forth below, our annual revenues were in the first (lowest) quartile, net income was in the second quartile, market capitalization was in the second quartile and employee count was in the first quartile. In general, the Compensation Committee believes that this list of companies reflects our primary competitors for executive talent:

Peer Group(1)

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The Compensation Committee used the above Peer Group in determining the cash and equity compensation for our Named Executive Officers in 2009. This Peer Group was the same Peer Group as the Compensation Committee used for 2008. In response to the reduction in the number of Peer Group companies resulting from the merger activity described above, for 2010, Gilead Sciences Inc. was added to the Peer Group. Gilead Sciences Inc. was chosen because they were the biotechnology company who, based on the above criteria and in the opinion of the Compensation Committee, best fit with the existing Peer Group companies.

To determine compensation levels for comparable positions in our Peer Group, we gather information about executive compensation and practices for the Peer Group using publicly available information as well as published compensation surveys. Our primary data sources for evaluating all elements of compensation for our CEO and our other Named Executive Officers’ compensation against the Peer Group in 2009 were the 2008 Towers Perrin PHRA Executive Compensation Survey and the available 2008 proxy data from 2009 filings with the SEC for the Peer Group as compiled by Equilar, Inc. However, not every Peer Group company reports information for executive positions that are similar to ours. In general, Peer Group information is not available for two Named Executive Officer positions, our Executive Vice President, Operations and our Executive Vice President, Global Commercial Operations.

Tally Sheets and Impact of Elements of Compensation to Other Elements of Compensation

As part of its executive compensation review conducted annually in March, the Compensation Committee reviews a tally sheet setting forth all components of compensation, including compensation paid at termination, retirement or at the time of a change of control, to our CEO and to each of our Named Executive Officers. The tally sheet also includes a summary of both the number of shares and the value at a given price of the equity awards held by each Named Executive Officer as well as their individual cumulative account balances in our benefit plans. These tools are employed by the Compensation Committee as a useful check on total annual compensation and the cumulative impact of our long-term programs, and are considered important to understand the overall impact of compensation decisions.

In its review of the tally sheets, the Compensation Committee may increase or decrease certain individual elements of compensation to align total compensation with Peer Group data and to promote internal equity among our non-CEO Named Executive Officer group. No material adjustments to total compensation were made in 2009 as a result of the review of these tally sheets by the Compensation Committee.

COMPENSATION POLICIES AND PRACTICES

Clawback Policy

In 2007, we adopted a clawback policy that requires our Board to consider recapturing past bonuses and other incentive and equity compensation awarded to our executive officers, including our CEO and other Named Executive Officers, if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s fraud or misconduct caused or partially caused such restatement.

Stock Ownership Guidelines

Our stock ownership guidelines are designed to require our executives to hold a meaningful amount of our stock and further align their interests with those of our stockholders. Executives are required to comply with these guidelines on or before December 31^st of the year in which the fifth anniversary of their attainment of their

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current job level falls. Once these ownership guidelines are met, executives are expected to maintain such ownership until they are promoted to a level that corresponds with a higher ownership guideline, or until they leave the employment of the Company. The compliance date for each of our executive officers was December 31, 2007, except for Dr. Bonanni, whose compliance date is December 31, 2010 and for Mr. Bradway, whose compliance date is December 31, 2014. Based on annual stock ownership certifications, as of November 6, 2009, all executive officers, including our Named Executive Officers, met or continued to meet their applicable ownership guidelines.

The stock ownership guidelines are based on job title and the recommended level of ownership amount of shares is a multiple of base salary as of March 31^st of the certification year, or a fixed number of shares, as follows:

The following holdings will count towards satisfying these stock ownership requirements:

Policies for Grants of Equity Awards

Under our Equity Awards Policy, adopted by the Board in March 2007, our annual grants of equity awards are typically approved at an in-person or telephonic meeting of the Compensation Committee (for grants of equity awards to executive officers, including our Named Executive Officers) or the Equity Award Committee (for grants to all other staff members). In unusual and compelling circumstances, LTI equity awards may be approved by the Compensation Committee or Equity Award Committee by unanimous written consent.

The Compensation Committee typically approves the annual equity awards and performance unit awards made to our executive officers during its March meeting. The grant date for awards of stock options and restricted stock units is the third business day after the release of our first fiscal quarter earnings. For stock options, the exercise price is equal to the closing price of the Company’s Common Stock on the grant date. Our executive officers may also receive special awards of stock options or restricted stock units on an ad hoc basis as determined by the Compensation Committee for retention, promotional or other purposes. No additional equity awards were made to our executive officers in 2009.

NON-DIRECT COMPENSATION AND EVENTS IN CERTAIN CIRCUMSTANCES

Employment Agreements and Other Arrangements

We do not generally enter into employment agreements and none of our Named Executive Officers is subject to an employment agreement and none of our Named Executive Officers, including our CEO, are covered by contractual arrangements that provide for severance or other payments in the event of termination, but all are participants in our Change of Control Severance Plan discussed below.

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Retirement Benefits, Savings and Deferred Compensation Plans

Market Comparison

Our health, retirement and other benefits programs are typically targeted to align in value with the Peer Group on a total company basis, with no specific comparisons made for benefits provided to our Named Executive Officers to the named executive officers at the Peer Group. The primary survey used to make this total company comparison is the Hewitt’s Benefit Index^®, last updated as of May 2008. Management’s 2008 sample from the Hewitt’s Benefit Index^® was comprised of fourteen companies and the difference between it and our Peer Group (fifteen companies) is that data for Biogen Idec Inc. was not available. This sample from the survey was selected because it offered an appropriate sample size and it had the greatest representation from our Peer Group. The data generated from this survey is used by the Compensation Committee and management in evaluating the competitive positioning of our U.S. health, retirement and other benefit programs that pertain to all U.S. staff members, including our Named Executive Officers. It also provides program design and practice information that is most often used in evaluating potential changes to these programs. Sample results are shared with the Compensation Committee for their use in the oversight of these programs. We believe that our retirement benefits serve an important role in the retention of our Named Executive Officers. Each of our retirement benefit plans has been designed to be effective in competing within our Peer Group.

Retirement and Savings Plan, Nonqualified Deferred Compensation Plan and Supplemental Retirement Plan

Our Retirement and Savings Plan, or 401(k) Plan, is available to all regular staff members of the Company and participating subsidiaries. All 401(k) Plan participants are eligible to receive the same level of matching and core contributions from us. We credit to our Supplemental Retirement Plan, or SRP, which is available to all 401(k) Plan participants, Company core and matching contributions that cannot be made to the 401(k) Plan because they relate to compensation that is in excess of the maximum amount of recognizable compensation allowed under the Internal Revenue Code’s qualified plan rules. The SRP credit enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels. We also credit staff members in the SRP for lost 401(k) Plan Company match and core contributions resulting from making a deferral into the Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan offers all U.S.- and Puerto Rico-based staff members at director level and above the opportunity to defer eligible base salary and bonus, up to maximum amounts typical at Peer Group companies. We also have the discretion to make contributions to this plan, which we do not do on a regular basis. We did not make any contributions in the Nonqualified Deferred Compensation Plan to our Named Executive Officers in 2009. We believe that offering the Nonqualified Deferred Compensation Plan is appropriate because it provides executives the opportunity to save for retirement in a tax-effective fashion that is not readily available without our sponsorship and also helps us to compete effectively in the marketplace for executive talent within our Peer Group.

Executive Nonqualified Retirement Plan

As part of their initial employment offers in 2001, we agreed to provide Mr. Morrow and Dr. Perlmutter with supplemental retirement benefits based on their length of employment with us as a replacement for pension benefits foregone from their previous employers. The benefits are provided through their participation in our Executive Nonqualified Retirement Plan, in which Mr. Morrow and Dr. Perlmutter are the only participants. We credited a special retirement account under the plan with $15,000,000 for Mr. Morrow’s benefit on January 19, 2006, and with $10,000,000 for Dr. Perlmutter’s benefit on September 16, 2007. The amount of interest earned varies based on whether Mr. Morrow and Dr. Perlmutter continue to be actively employed by us until March 2, 2012 and September 16, 2012, respectively.

Retiree Medical Savings Account Plan and Retiree Health Access Plan for all U.S.-based Staff members

While we do not offer a traditional Company-paid retiree medical plan to our Named Executive Officers or other U.S.-based staff members, in 2009 we implemented a Retiree Medical Savings Account Plan, available to

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all U.S.-based staff members, that allows staff members to make after-tax deferrals to be used post-termination to reimburse for eligible medical expenses. The Company credits all eligible staff members with an annual contribution ($1,000) and makes a matching contribution (up to $1,500) for those who contribute. Company credits can be accessed to reimburse eligible medical expenses by staff members who terminate having fulfilled the Company’s retirement criteria.

For 2009, we implemented a high deductible health plan, referred to as the Retiree Health Access Plan, for all U.S.-based staff members who retire after attaining age 55 and ten years of service and who are not eligible for Medicare. The Retiree Health Access Plan is designed to be paid for entirely by employee contributions.

Change of Control Benefits

Change of Control Severance Plan

Our Change of Control Severance Plan provides a lump sum payment and certain other benefits for each participant in the plan who separates from employment with us in the event of certain changes of control. When the Change of Control Severance Plan was adopted in 1998 by the Board upon the recommendation of the Compensation Committee, the Compensation Committee’s recommendation of a three-year severance term for our Named Executive Officers and tax gross-up payments was based on a market survey performed by Towers Perrin that found that such term was competitive. However, to moderate the total value received by an employee under this plan, the Compensation Committee also recommended, and the Board adopted, a provision that the lump sum cash severance payments under the plan would be offset by the value of stock option acceleration (as determined in accordance with Section 280G of the Internal Revenue Code) that would result from a change of control. This stock option acceleration offset is a unique reduction that is not common in the market.

The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued, to reinforce and encourage the continued attention and dedication of members of management to their assigned duties without the distraction arising from the possibility of a change of control, to enable and encourage management to focus their attention on obtaining the best possible deal for our stockholders and making an independent evaluation of all possible transactions, without being influenced by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits, and to provide severance benefits to any participant who incurs a termination of employment under the circumstances described within a certain period following a change of control in recognition of their contribution to our success. The Compensation Committee believes that this program provides important retention incentive and job security for the participants.

In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to approximately 1,670 staff members (as of December 31, 2009), including each Named Executive Officer. The plan was structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus. The Compensation Committee believes that the Change of Control Severance Plan continues to be competitive and market-based.

Stock Options, Restricted Stock and Restricted Stock Units

Our stock plans (other than our 2009 Equity Incentive Plan) and the grant agreements approved for use under our 2009 Equity Incentive Plan provide that all unvested stock options, restricted stock and restricted stock units vest in full upon a change of control (as defined in the stock plans), irrespective of the scheduled vesting date for these LTI equity awards. The full acceleration upon a change of control element of our stock plans was designed to be market competitive when the provision was adopted in 1995 and to provide all staff members, including our Named Executive Officers, immediate access to prior years’ compensation granted in the form of stock awards as part of their LTI equity award compensation.

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Performance Units

The Compensation Committee established change of control features for each of the performance periods under our performance award programs to ensure that these programs reward executives for our performance up until the time that the change of control occurs. Payment calculation methods differ according to performance period and whether change of control occurs in the first year (in which case we generally pay at target) of the period versus the second or third year (in which case we generally pay based on the actual performance for such shortened period).

TAXES AND ACCOUNTING STANDARDS

Tax Deductibility Under Section 162(m) of the Internal Revenue Code

We intend to develop compensation programs that provide for compensation that is tax deductible to us, but we recognize that our best interests and the best interests of our stockholders may at times be better served by compensation arrangements that are not tax deductible.

Section 162(m) of the Internal Revenue Code places a $1,000,000 limit on the amount of compensation that we may deduct for tax purposes for any year with respect to our CEO and any of our three other most highly compensated executive officers, other than our CFO. The $1,000,000 limit does not apply to performance-based compensation, as defined under Section 162(m). Our executive compensation program is designed to maximize the deductibility of compensation. However, when warranted due to competitive or other factors, the Compensation Committee may decide in certain circumstances to exceed the deductibility limit under Section 162(m) or to otherwise pay non-deductible compensation. These circumstances have included the following:

Through 2007, a limited number of incentive stock options, or ISOs, which are not tax deductible at the time of grant, exercise or upon a subsequent qualifying disposition of the underlying shares, were granted to our Named Executive Officers as part of the stock option portion of their annual LTI equity award grants. Effective as of 2008, ISOs are no longer granted.

Section 409A of the Internal Revenue Code

Internal Revenue Code Section 409A requires programs that allow executives to defer a portion of their current income—such as our deferred compensation plans—to meet certain requirements regarding risk of forfeiture and election and distribution timing (among other considerations). With respect to our compensation and benefit plans that are subject to Section 409A, in accordance with Section 409A and regulatory guidance

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issued by the Internal Revenue Service, we are currently operating such plans in compliance with Section 409A of the Internal Revenue Code. Pursuant to that regulatory guidance, we have amended our plans and arrangements to either make them exempt from or have them comply with Section 409A.

Accounting Standards

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, restricted stock units and performance units under our equity incentive award plans are accounted for under FASB ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. The Compensation Committee took these accounting standards into account when discontinuing grants of ISOs. In addition, we modified our Employee Stock Purchase Plan to make it non-compensatory under the “safe harbor” provisions of the accounting rules and therefore no longer recognize compensation expense under this plan. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by each of our Named Executive Officers for all services rendered in all capacities to us in Fiscal 2009.

Also includes the grant date fair value of performance units granted for the 2009-2011 performance period determined in accordance with FASB principles regarding the measurement of stock-based compensation, excluding the effect of forfeitures. The grant date fair value of these awards is based on the number of performance units granted (which equals the target number of units of the award) multiplied by: (i) 72.5% which is the sum of the revenue and adjusted earnings per share (EPS) performance percentages based on the estimated probable outcomes against the performance measures regarding Fiscal 2009 revenue and adjusted EPS as of the grant date; and (ii) the grant date fair value per unit of $48.22 which reflects the impact of the relative total shareholder return (TSR) multiplier, which is a market condition. The grant date fair value per unit was calculated using a Monte Carlo simulation model with the following key assumptions: risk-free interest rate of 1.2%; volatility of the price of our Common Stock of 34%; dividend yield on our Common Stock of 0%; the closing price of our Common Stock on the grant date of $47.63 per share; volatilities of the prices of the stocks of the comparator group of companies; and the correlations of returns of our Common Stock and the stock of the comparator group of companies to simulate TSRs and their resulting impact on the relative TSR multiplier based on contractual terms.

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The grant date fair value of these performance units determined in accordance with FASB principles regarding the measurement of stock-based compensation, except for assuming the achievement of maximum performance against the performance measures (and excluding the impact of forfeitures), equals the number of performance units granted multiplied by: (i) 125% which is the sum of the maximum performance percentages regarding the performance measures for Fiscal 2009 revenue and adjusted EPS; and (ii) the grant date fair value per unit of $48.22 as described above. If the grant date fair value assuming maximum performance against the performance measures were reflected in the table above for Fiscal 2009 (instead of using the estimated probable outcomes of the performance measures at the grant date), the amounts for “Stock Awards” would be $6,266,355 for Mr. Sharer and $2,051,880 for each of the other Named Executive Officers. The actual maximum number of units for the 2009-2011 performance period that may be earned after giving effect to maximum performance against the performance measures (Fiscal 2009 revenue and adjusted EPS) and the maximum relative TSR multiplier is 200% of the performance units granted; see the “Grants of Plan-Based Awards” table for more information.

For Fiscal 2008, the amounts that may be earned for performance units for the 2008-2010 performance period are based solely on an absolute TSR multiplier. The grant date fair value of these awards equals the number of units granted multiplied by the grant date fair value per unit. The grant date fair value per unit reflects the impact of the TSR multiplier, which is a market condition, and was calculated using a lattice valuation model. Since these awards do not have any performance measures, there is no separate valuation assuming maximum performance.

For Fiscal 2007, the amounts that could have been earned for performance units for the 2007-2009 performance period were based on performance measures (revenue and adjusted EPS over the performance period) and an absolute TSR multiplier over the performance period. The grant date fair value of these awards equals the number of units granted multiplied by: (i) the sum of the revenue and adjusted EPS performance percentages based on the estimated probable outcomes against the performance measures as of the grant date; and (ii) the grant date fair value per unit. The grant date fair value per unit reflects the impact of the absolute TSR multiplier, which is a market condition, and was calculated using a lattice valuation model. The units to be earned based on the estimated probable outcomes of performance measures at the grant date equal the maximum number of units that could be earned based on achieving maximum performance against the performance measures.

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All Other Compensation—Perquisites and Other Compensation

Perquisites. The amounts reported reflect the aggregate incremental cost of perquisites and other personal benefits provided to our Named Executive Officers. The following table sets forth the perquisites provided and all of the associated tax gross-up reimbursements made to our Named Executive Officers in 2009. Tax gross-ups are only provided with respect to moving and relocation expenses. The amounts below are included in the “All Other Compensation” column of the “Summary Compensation Table.”

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Other Compensation. The following table sets forth amounts for other compensation to our Named Executive Officers for Fiscal 2009 included in the “All Other Compensation” column of the “Summary Compensation Table.”

Narrative Description to the Compensation Tables—Performance Units

Performance units are granted to our Named Executive Officers annually during the first year of a performance period and are paid out at the end of the performance period based on our level of achievement of the applicable performance goals established by the Compensation and Management Development Committee, or Compensation Committee, for such performance period for each grant. Our performance periods are typically three years in duration. The performance goals for the relevant performance period are set forth below.

The number of performance units earned is determined by the Compensation Committee at the end of the performance period based on the pre-established formula for such performance period, and is currently paid out in shares of our Common Stock at a ratio of one share of Common Stock for each performance unit earned.

Performance units are generally forfeited unless a participant is continuously employed through the last business day of the performance period. The underlying principle is that the participant needs to have been an active employee during the entire performance period in order to have contributed to the results on which the earned awards are based. Exceptions to this treatment occur in connection with a termination of employment or the death or retirement of a participant as discussed in the section “EXECUTIVE COMPENSATION TABLES—Potential Payments Upon Termination or Change of Control—Long-Term Incentive Equity Awards.”

Performance Units Earned for the 2007-2009 Performance Period

Performance unit awards were paid in March 2010 for the 2007-2009 performance period that began on July 1, 2007 and ended on December 31, 2009 (2007-2009 Performance Period). The performance goals for the 2007-2009 Performance Period were based on compound annual revenue performance and adjusted EPS performance over the three-year period that ended on December 31, 2009, modified by a multiplier based on our compound annual TSR over the 2007-2009 Performance Period. The following is the formula used to determine the number of performance units earned at the end of the 2007-2009 Performance Period:

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The absolute TSR multiplier is based on the compound annual growth rate of our Common Stock price over the 2007-2009 Performance Period as compared to the threshold, target and maximum TSR goals established by the Compensation Committee. TSR is determined in accordance with the following formula:

For purposes of this formula, the beginning Common Stock price is the average of the daily closing prices of our Common Stock on the last 20 trading days ending immediately prior to the first day of the 2007-2009 Performance Period and the ending Common Stock price is the average of the daily closing prices of our Common Stock on the last 20 trading days immediately preceding the last day of the 2007-2009 Performance Period.

The number of performance units actually earned for the 2007-2009 Performance Period is based on the number of performance units granted multiplied by 94.7%, which is the sum of the performance percentages with respect to our compound annual revenue performance (44.7%) and our compound annual adjusted EPS performance (50%) for the three-year period that ended on December 31, 2009, multiplied by an absolute TSR multiplier of 50% for the 2007-2009 Performance Period. The absolute TSR multiplier was the result of the compound annual TSR of our Common Stock over the 2007-2009 Performance Period being less than the threshold level of compound annual TSR. There were no forfeitures for our Named Executive Officers in the 2007-2009 Performance Period.

Performance Units for the 2008-2010 Performance Period

The 2008-2010 performance period began on January 1, 2008 and will end on December 31, 2010. The performance goal established by the Compensation Committee is based solely upon our compound annual TSR over the 2008-2010 performance period. TSR is determined in the same manner as it is for the 2007-2009 performance units.

The number of units to be earned based on achieving threshold, target and maximum TSR levels for the 2008-2010 performance period is summarized in the table below:

If the level of TSR achieved is between the threshold and target levels or the target and maximum levels, the TSR multiplier is determined by interpolating linearly between the applicable levels.

Performance Units for the 2009-2011 Performance Period

Performance goals for the 2009-2011 performance period that began on January 1, 2009 and will end on December 31, 2011 are based upon our Fiscal 2009 revenue and Fiscal 2009 adjusted EPS, weighted equally, in alignment with our 2009 Company goals under our Global Management Incentive Plan (GMIP), and modified at the end of the three-year performance period by a relative TSR multiplier measured over the 2009-2011 performance period. The number of performance units earned at the end of the performance period will range from 0% to 200% of the number of performance units granted and is determined in the manner set forth in the following formula:

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The relative TSR multiplier is based on the ranking of our three-year TSR compared with the three-year TSRs of the 12 companies in the comparator group (adjusted to reflect merger activity) described under “COMPENSATION DISCUSSION AND ANALYSIS—ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—Long-Term Incentive Equity Awards—Performance Units—Performance Award Program—2009-2011 Performance Period” (the Comparator Group). Our TSR is determined in the same manner as TSR is determined for the 2007-2009 Performance Period. Each Comparator Group company’s TSR is determined in a similar manner to that used to determine our TSR, except that it is based on the stock of the related Comparator Group company. The relative TSR multiplier is expressed as a percentage and varies depending on our ranking within the Comparator Group companies, as shown below. The maximum TSR multiplier that can be achieved is 160%.

Performance Award Program—2009 Financial Performance for the 2009-2011 Performance Period: The 2009-2011 performance period performance goals include Company revenue and adjusted EPS results for 2009. The performance results for these measures in 2009 and the resulting percentages earned are as follows: