Amrize (AMRZ) Proxy Filing summary

Executive summary

• The proxy filing covers the 2026 Annual General Meeting, including agenda items, voting procedures, and key proposals for shareholder approval.

• The company completed its spin-off from Holcim in June 2025, establishing itself as an independent, publicly traded entity focused on North America.

• The Board and management emphasize disciplined capital allocation, operational efficiency, and sustainable growth, with a focus on innovation and ESG initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on approval of the 2025 Annual Report, consolidated and statutory financial statements, and discharge of Board and management from liability.

• Advisory votes include executive compensation (say-on-pay), frequency of say-on-pay, Swiss statutory remuneration report, and the Non-Financial Matters Report.

• Proposals include offsetting accumulated losses, special and regular distributions from capital contribution reserves (USD 0.44 per share), and re-election/election of Board members and auditors.

• Shareholders will also vote on maximum aggregate compensation for the Board (USD 3.6 million) and Executive Management (USD 59 million) for upcoming periods.

Board of directors and corporate governance

• The Board is composed of a majority of independent directors, with robust governance practices aligned with NYSE and Swiss standards.

• Eleven directors are proposed for election, including two new nominees, with detailed biographies and skills matrices provided.

• Board committees (Audit, Compensation, Nomination & Governance) are fully independent and oversee key areas such as risk, compensation, and succession planning.

• Shareholder rights include the ability to propose agenda items and director nominees, subject to shareholding thresholds.