Amrize (AMRZ) Proxy Filing summary

Executive summary

• The 2026 Annual General Meeting will be held on April 21, 2026, with shareholders voting on key proposals including financial statements, executive compensation, board elections, and distributions.

• Fiscal year 2025 marked the company's transition to an independent public entity, achieving 1% revenue growth to $11.8 billion and generating $1.5 billion in free cash flow.

• Strategic investments included expansions at major cement plants and three bolt-on acquisitions, with a focus on operational efficiency and market expansion.

• The company established new compensation and governance structures post-spin-off, aligning with U.S. and Swiss best practices.

Voting matters and shareholder proposals

• Shareholders will vote on approval of annual and statutory financial statements, executive compensation (say-on-pay), frequency of say-on-pay votes, Swiss statutory remuneration, non-financial matters, loss offsetting, special and regular distributions, board and committee elections, auditor appointments, and discharge of liability.

• Board recommends annual say-on-pay votes and proposes maximum aggregate compensation for the board ($3.6M) and executive management ($59M) for upcoming periods.

• Proposals include special and regular distributions of $0.44 per share each, in up to four installments.

Board of directors and corporate governance

• The board consists of nine members, with a majority qualifying as independent under NYSE and Swiss standards.

• All current directors are nominated for re-election for one-year terms; Jan Jenisch is nominated for re-election as Chairman.

• Board committees (Audit, Compensation, Nomination & Governance) are composed entirely of independent directors.

• Board diversity: 33% female directors; skills include leadership, finance, industry, and governance expertise.