Amphastar Pharmaceuticals (AMPH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 1, 2026, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The board recommends voting for all proposals, including annual say-on-pay votes and the ratification of Ernst & Young LLP as auditor.

• Shareholders of record as of April 6, 2026, are eligible to vote, with one vote per share and no cumulative voting rights.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, ratifying the auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• The board recommends annual advisory votes on executive compensation.

• Shareholder proposals for the 2027 meeting must be received by December 15, 2026, for inclusion in the proxy statement.

• Procedures for nominating directors and submitting proposals are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of eleven members, with seven deemed independent under Nasdaq standards.

• Directors are divided into three staggered classes, with annual elections for one class.

• Board leadership is split between the CEO and Chairman roles; the Chairman is not independent.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• Annual board and committee self-assessments are conducted to improve effectiveness.

• Stockholder recommendations for director nominations are considered if ownership and procedural criteria are met.