Amrize Ltd

1. 1

   Approval of the Annual Report, including the Consolidated Financial Statements and the Statutory Financial Statements of Amrize for fiscal year 2025

   ManagementBoard: FOR

   Shareholders are asked to approve Amrize’s Annual Report for fiscal year 2025, including the consolidated and statutory financial statements and related auditor reports.

   More detail

   This proposal requests shareholder approval of Amrize’s Annual Report for fiscal year 2025, encompassing the consolidated financial statements prepared under U.S. GAAP, the standalone Swiss statutory financial statements, and the accompanying auditor reports. Management seeks this approval to satisfy Swiss Code of Obligations requirements that certain financial statements be submitted to shareholders and to provide formal shareholder assent to the company’s reported results and statutory accounting disclosures. The Board emphasizes that the consolidated statements were audited and that Ernst & Young AG issued an unqualified recommendation on both the consolidated and statutory financial statements, which the Board cites to support approval. A negative vote would not automatically force remedial action but could prompt the Board to call an extraordinary general meeting to reconsider the matter. Because the company prepares consolidated statements under U.S. GAAP, certain Swiss voting formalities differ (e.g., management report not required for vote), but the vote remains a key governance checkpoint for shareholders. For investors, approval signals confidence in financial reporting and audit quality; rejection could signal deep investor concerns and negatively affect access to capital and reputation given the company’s recent spin-off. The Board’s recommendation and the unqualified auditor opinion are intended to reassure shareholders regarding completeness and accuracy of disclosure. Given the procedural nature but material importance of the financial statements to future distributions, compensation approvals and capital management, shareholders should weigh the auditors’ findings and the Board’s rationale in casting their votes.

2. 2

   Advisory vote to approve the compensation of the Named Executive Officers for fiscal year 2025 (“Say on Pay Vote”

   ManagementBoard: FOR

   A non-binding, advisory vote asking shareholders to approve the overall compensation of Amrize’s Named Executive Officers as disclosed in the Compensation Report for fiscal year 2025.

   More detail

   This advisory proposal asks shareholders to express approval or disapproval of the company’s disclosed executive compensation for 2025 as presented in the Compensation Report; the vote is non-binding under U.S. proxy rules but intended as a governance best practice. Management frames the vote as a way to gather shareholder sentiment on compensation philosophy, pay outcomes, and program design, and the Compensation Committee will consider the result when setting future pay. The Compensation Report includes detailed CD&A, compensation tables and Swiss statutory remuneration tables; it describes a pay-for-performance program using metrics such as adjusted EBITDA growth, adjusted EPS, cash conversion, HSE, relative TSR and revenue growth. The Board notes the advisory vote is separate from binding Swiss votes on aggregate compensation amounts (Proposals 13 and 14) and the Swiss Statutory Remuneration Report (Proposal 4). A FOR vote signals shareholder support for the compensation approach, while an adverse result would likely prompt engagement and potential program changes by the Compensation Committee. Given Amrize’s recent spin-off and the Compensation Committee’s formation, shareholders should weigh the program’s alignment to long-term value creation and disclosures about targets, peer group benchmarking and pay outcomes. The Board’s recommendation for FOR highlights management’s confidence in the disclosed pay decisions and the governance processes used to set them. Investors should view the advisory result as an informative governance signal rather than a direct control over pay but one with potential future consequences for program design and executive remuneration practices.

3. 3

   Advisory Vote on the frequency of “Say on Pay Vote”

   ManagementBoard: FOR

   An advisory, non-binding vote allowing shareholders to choose whether the advisory say-on-pay vote should occur every one, two, or three years (or abstain); the Board recommends annually.

   More detail

   This management proposal asks shareholders to indicate the preferred frequency (one, two or three years) for future advisory say-on-pay votes. As required under Section 14A of the Exchange Act, companies must provide such a frequency vote at least once every six years; since this is Amrize’s first year filing a proxy statement, the Board is seeking shareholder input. Management recommends an annual (every one year) advisory vote because the Compensation Committee evaluates and sets executive pay on an annual basis; annual voting provides consistent shareholder feedback on evolving compensation practices. The vote is non-binding, but the Board states it will review results and give them due consideration, so shareholder choice could influence governance cadence and engagement frequency. For investors, more frequent votes increase opportunities to signal concerns about pay and may improve alignment between pay and performance, while less frequent votes reduce administrative burden but limit feedback frequency. Given Amrize’s recent formation and evolving disclosure practices post-spin-off, the Board’s recommendation for annual votes positions the company for active shareholder engagement during its early years as a public company. The proxy provides an explicit choice including abstain; shareholders should consider their preference for oversight intensity and responsiveness when voting.

4. 4

   Advisory vote on the Swiss Statutory Remuneration Report for fiscal year 2025

   ManagementBoard: FOR

   A non-binding advisory vote required under Swiss law to approve the Swiss Statutory Remuneration Report disclosing aggregate compensation of Board and Executive Management for fiscal year 2025.

   More detail

   This proposal submits the Swiss statutory remuneration report to shareholders on an advisory basis as required by Art. 734 para.1 SCO; the report discloses aggregate compensation for the Board and Executive Management for 2025 and is supplemented by Swiss Compensation Report Tables. Management frames this advisory vote as a transparency and governance measure distinct from the binding Swiss votes on aggregate compensation amounts (Proposals 13 and 14) and the U.S. advisory say-on-pay (Proposal 2). The statutory report is accompanied by the auditors’ review and the proxy references a corrected and audited compensation report after identified disclosure adjustments, underscoring the company’s emphasis on accurate disclosure after the spin-off. While non-binding, a negative vote would be a strong shareholder governance signal potentially prompting board and compensation committee action and engagement. Because Swiss rules require additional disclosures, shareholders should review the Swiss Compensation Report Tables and auditor statements to assess completeness and alignment with shareholder interests. The Board recommends FOR, citing adherence to Swiss disclosure norms and the Compensation Committee’s design of the pay programs. Investors should consider this vote together with the advisory say-on-pay and the binding aggregate-compensation votes to form a holistic view of executive pay governance.

5. 5

   Advisory vote on the Non-Financial Matters Report for fiscal year 2025

   ManagementBoard: FOR

   An advisory vote asking shareholders to approve Amrize’s Non-Financial Matters Report (environmental, social, human rights and anti-corruption disclosures) for fiscal year 2025.

   More detail

   This advisory proposal requests shareholder approval of the Non-Financial Matters Report covering environmental matters (including CO2), social matters, employee-related matters, respect for human rights and combating corruption, prepared under Swiss law and enclosed as Annex B. Management emphasizes that this reporting is required for qualified Swiss companies and that selected KPIs received limited assurance in accordance with ISO 14064-3:2019 from SCV Consulting Ltd., lending credibility to selected disclosures. The report is an important governance tool post-spin-off to communicate ESG strategy, targets and progress; it also links to TCFD-aligned disclosures and other sustainability metrics referenced in the proxy. While advisory, shareholder feedback via this vote can influence disclosure practices, target-setting and resource allocation for sustainability programs. Given investor focus on climate and non-financial risk, a FOR vote signals shareholder support for the company’s transparency; a negative vote would prompt engagement and potential improvement in data quality or ambition. The Board’s recommendation for FOR reflects both legal compliance and management’s view that the report adequately conveys Amrize’s non-financial matters for 2025. Analysts and governance-focused investors should review assurance scope and KPIs when forming voting decisions.

6. 6

   Offsetting of accumulated losses for fiscal year 2025

   ManagementBoard: FOR

   Approval of the proposed appropriation and offsetting of accumulated losses in Amrize’s statutory financial statements for fiscal year 2025, including specific offsets against legal retained earnings and capital reserves.

   More detail

   This proposal asks shareholders to approve the statutory appropriation to offset accumulated losses shown in Amrize’s standalone statutory financial statements for 2025 by applying a small amount to legal retained earnings and the remainder to legal capital reserves, resulting in a zero balance carried forward. Swiss law requires shareholder approval of appropriation of available earnings or the handling of accumulated losses in the statutory accounts; this vote formalizes the Board’s proposed accounting treatment for solvency and reserve presentation under Swiss law. The Board indicates auditor confirmation that the proposed appropriation complies with Swiss law and the Articles of Association, providing procedural and legal validation. Approval is primarily a statutory housekeeping step but has implications for distributable reserves and future capacity to make capital returns or distributions. For investors, the offset demonstrates that the company intends to cleanse accumulated losses in the statutory books using capital reserves rather than retaining a deficit, which affects the legal basis for future dividend distributions and corporate actions under Swiss law. A rejection could raise governance or accounting concerns and require the Board to revisit alternative approaches. Given the auditor’s support and usual nature of such proposals, the Board recommends FOR to align statutory presentation with the company’s capital management objectives. Shareholders should consider the linkage between this offset and the dividend proposals (Proposals 7 and 8) when voting.

7. 7

   Approval of a special distribution of legal reserves from capital contribution in the amount of USD 0.44 per outstanding share

   ManagementBoard: FOR

   Approval of a one-time special distribution (special dividend) out of legal reserves from capital contributions in the amount of USD 0.44 per outstanding share, with timing and ex-dividend dates if approved.

   More detail

   The Board seeks shareholder approval for a special one-time distribution out of legal reserves from capital contributions of up to USD 0.44 per outstanding share, intended as a return of capital to shareholders post-spin-off. The proposal includes the appropriation schedule and explicitly excludes shares held by Amrize or its subsidiaries, with expected record/ex-dividend and payment dates if approved; the statutory auditor has confirmed legal conformity under Swiss law. The Board frames the distribution as a capital management decision enabled by available legal reserves and consistent with Swiss mechanics for distributions out of capital contribution reserves, which are typically tax-favored. Shareholders should weigh the cash return versus the effect on legal reserves and future ability to distribute in the ordinary course, noting Proposal 8 also seeks approval for a regular distribution up to the same per-share amount in up to four installments. Management’s recommendation for FOR is grounded in the company’s liquidity and balance-sheet capacity as shown in the statutory figures; approval signals confidence in near-term cash generation and capital allocation. For investors, this is a meaningful near-term cash return following the spin-off, but it reduces capital reserves that underpin future distributions or share repurchases under Swiss statutory constraints. The auditor confirmation mitigates legal/compliance risk, but shareholders should consider currency, timing, and tax implications for their holdings. A rejection could constrain planned returns and prompt alternate capital deployment decisions by the Board.

8. 8

   Approval of the regular distribution of legal reserves from capital contribution in the amount of up to USD 0.44 per outstanding share in up to four (4) installments

   ManagementBoard: FOR

   Approval of an annual ordinary dividend, to be paid as distributions out of legal reserves from capital contributions of up to USD 0.44 per share in aggregate, payable in up to four installments determined by the Board.

   More detail

   This motion seeks shareholder approval for an annual ordinary dividend of up to USD 0.44 per share to be distributed out of legal reserves from capital contributions, with flexibility for the Board to pay the aggregate amount in up to four installments prior to the next annual meeting. The proposal includes a cap on aggregate payouts (USD 250,657,000) that incorporates a 3% margin to allow for potential changes in share count and specifies record and payment-date notice procedures, ensuring operational clarity. Management presents this as part of a coordinated capital-return plan together with the special one-time distribution (Proposal 7), and Ernst & Young AG has confirmed legal compliance, reducing regulatory risk. From a governance perspective, the installment approach permits the Board to pace distributions in line with cash generation and changing capital needs, while the cap preserves a statutory boundary for reserve reduction under Swiss law. For shareholders, the proposal delivers both immediate cash return potential and predictable parameters around maximum reductions to capital-contribution reserves and timing flexibility. The Board’s recommendation for FOR reflects confidence in the company’s liquidity and balance-sheet strength following the spin-off and an intent to return value to shareholders. Voters should evaluate how this distribution balances near-term yield versus the preservation of reserves for strategic investments or future share repurchases under Swiss statutory constraints. A negative vote would limit the Board’s ability to execute its planned phased dividend program.

9. 9

   Discharge of the members of the Board and the Executive Management from liability for activities during fiscal year 2025

   ManagementBoard: FOR

   A vote to discharge members of the Board and Executive Management from liability for their activities during fiscal year 2025, a customary Swiss corporate law item.

   More detail

   This customary Swiss agenda item asks shareholders to release (discharge) directors and executive officers from liability for actions and decisions taken during the fiscal year 2025 insofar as those matters were disclosed to shareholders. Discharge prevents subsequent claims by the company or shareholders on behalf of the company for disclosed matters, except under narrow circumstances, and is common in Swiss AG governance practice. Management frames the item as procedural and emphasizes that shareholders who do not vote in favor or who acquire shares after the vote without knowledge of the approval are not bound for a 12-month period. Because members of the Board and Executive Management are not entitled to vote on this item, it functions as a check on management accountability for disclosed operations during the year. For investors, a refusal to grant discharge can be a strong signal of concern about governance or conduct during the year and may result in reputational implications and potential follow-up inquiries. The Board’s recommendation for FOR indicates it believes there are no undisclosed material matters warranting continued exposure to liability claims. Shareholders should consider the quality of disclosure, the auditor’s opinion, and any outstanding contingencies when deciding on this release.

10. 10

    Re-election and Election of the Board — 10.A Re-election of Jan Jenisch

    ManagementBoard: FOR

    Re-election of Jan Jenisch to the Board for a one-year term ending at the 2027 Annual General Meeting (separate vote will be held for each nominee).

11. 10

    Re-election and Election of the Board — 10.B Re-election of Nick Gangestad

    ManagementBoard: FOR

    Re-election of Nick Gangestad to the Board for a one-year term ending at the 2027 Annual General Meeting.

12. 10

    Re-election and Election of the Board — 10.C Re-election of Dwight Gibson

    ManagementBoard: FOR

    Re-election of Dwight Gibson to the Board for a one-year term ending at the 2027 Annual General Meeting.

13. 10

    Re-election and Election of the Board — 10.D Re-election of Holli Ladhani

    ManagementBoard: FOR

    Re-election of Holli Ladhani to the Board for a one-year term ending at the 2027 Annual General Meeting.

14. 10

    Re-election and Election of the Board — 10.E Re-election of Michael E. McKelvy

    ManagementBoard: FOR

    Re-election of Michael E. McKelvy to the Board for a one-year term ending at the 2027 Annual General Meeting.

15. 10

    Re-election and Election of the Board — 10.F Re-election of Jürg Oleas

    ManagementBoard: FOR

    Re-election of Jürg Oleas to the Board for a one-year term ending at the 2027 Annual General Meeting.

16. 10

    Re-election and Election of the Board — 10.G Re-election of Robert Rivkin

    ManagementBoard: FOR

    Re-election of Robert Rivkin to the Board for a one-year term ending at the 2027 Annual General Meeting.

17. 10

    Re-election and Election of the Board — 10.H Re-election of Katja Roth Pellanda

    ManagementBoard: FOR

    Re-election of Katja Roth Pellanda to the Board for a one-year term ending at the 2027 Annual General Meeting.

18. 10

    Re-election and Election of the Board — 10.I Re-election of Maria Cristina A. Wilbur

    ManagementBoard: FOR

    Re-election of Maria Cristina A. Wilbur to the Board for a one-year term ending at the 2027 Annual General Meeting.

19. 10

    Re-election and Election of the Board — 10.J Election of Don P. Newman

    ManagementBoard: FOR

    Election of Don P. Newman to the Board for a one-year term ending at the 2027 Annual General Meeting.

20. 10

    Re-election and Election of the Board — 10.K Election of Jacques Wolf Sanche

    ManagementBoard: FOR

    Election of Jacques Wolf Sanche to the Board for a one-year term ending at the 2027 Annual General Meeting.

21. 11

    Re-election of Jan Jenisch as Chairman

    ManagementBoard: FOR

    Individual vote to re-elect Jan Jenisch as Chairman for a one-year term ending at the 2027 Annual General Meeting.

22. 12

    Re-election of the Compensation Committee — 12.A Re-election of Nick Gangestad

    ManagementBoard: FOR

    Re-election of Nick Gangestad to the Compensation Committee for a one-year term ending at the 2027 Annual General Meeting.

23. 12

    Re-election of the Compensation Committee — 12.B Re-election of Katja Roth Pellanda

    ManagementBoard: FOR

    Re-election of Katja Roth Pellanda to the Compensation Committee for a one-year term ending at the 2027 Annual General Meeting.

24. 12

    Re-election of the Compensation Committee — 12.C Re-election of Maria Cristina A. Wilbur

    ManagementBoard: FOR

    Re-election of Maria Cristina A. Wilbur to the Compensation Committee for a one-year term ending at the 2027 Annual General Meeting; she is proposed as Chair subject to re-election.

25. 13

    Approval of the maximum aggregate compensation for the Board for the period from the 2026 Annual General Meeting to the 2027 Annual General Meeting

    ManagementBoard: FOR

    Binding shareholder vote to approve a maximum aggregate amount of compensation for non-employee Directors of USD 3,600,000 for the period from the 2026 AGM to the 2027 AGM.

    More detail

    This binding Swiss vote requires shareholders to approve the maximum aggregate compensation payable to non-employee members of the Board for the next year. Management explains the amount is based on an assumed board of eleven directors (ten non-employee directors) and includes cash, equity and other forms of compensation and represents a statutory ceiling rather than an estimate of actual payments. The proposed figure allows the company flexibility to attract and retain qualified independent directors and reflects customary fees, committee retainers and RSU grants disclosed in the Compensation Report. Currency fluctuations are noted as not fully anticipated in the cap, and shareholders are directed to the Director Compensation Disclosure for more detail. Because the vote is binding under Art. 735 SCO, approval is a legal precondition for the Board to pay amounts up to the approved maximum; rejection would require the Board to seek a revised shareholder approval. The Board’s recommendation for FOR emphasizes governance alignment and transparency in director pay-setting following the spin-off, and investors should consider the cap in light of peer practices and the company’s governance needs. Shareholders should also note that the CEO’s director compensation is excluded from this cap and covered under Proposal 14.

26. 14

    Approval of the maximum aggregate compensation for the Executive Management for fiscal year 2027

    ManagementBoard: FOR

    Binding shareholder vote to approve a maximum aggregate amount of compensation for Executive Management of USD 59,000,000 for fiscal year 2027.

    More detail

    This binding Swiss proposal seeks shareholder authorization for a maximum aggregate pool of compensation for Executive Management for the 2027 fiscal year, in accordance with Art. 735 SCO. Management frames the amount as inclusive of all cash, performance stock units and other compensation elements and as the statutory maximum Amrize could pay in 2027; actual amounts paid may be lower and will be disclosed in next year’s proxy and Swiss statutory tables. The resolution also contemplates a statutory mechanism allowing supplementary amounts for persons who become members of Executive Management after the vote without additional shareholder ratification, subject to the Articles of Association. Given the Compensation Committee’s oversight and the Compensation Report disclosures, the Board argues the authorization aligns pay-setting with governance and market practices while preserving board flexibility to attract talent. For shareholders, this vote is materially important because it caps the company’s contractual pay exposure and provides transparency and oversight of executive pay strategy post-spin-off. A rejection would constrain management’s ability to deliver planned compensation and could prompt renegotiation or reduced hiring flexibility. Investors should compare the requested maximum to peer practices, disclosed pay mix and the company’s pay-for-performance framework when casting their vote.

27. 15

    Re-election of Ernst & Young AG as Amrize’s statutory auditors and ratification of the appointment of Ernst & Young LLP as Amrize’s independent registered public accounting firm for U.S. securities law reporting for fiscal year 2026

    ManagementBoard: FOR

    Re-election of Ernst & Young AG as statutory auditors for fiscal year 2026 and ratification of the appointment of Ernst & Young LLP as Amrize’s independent registered public accounting firm for U.S. reporting.

28. 16

    Re-election of Advoro Zurich Ltd as Independent Voting Representative

    ManagementBoard: FOR

    Election of the law firm Advoro Zurich Ltd as the Independent Voting Representative for a one-year term ending at the 2027 Annual General Meeting.

    More detail

    This proposal asks shareholders to elect Advoro Zurich Ltd as the independent voting representative (proxy holder) for a one-year term as required by Swiss corporate law. The independent voting representative serves as a professional proxy to vote shares for which shareholders submit proxies without specific instructions, and the proxy will follow shareholders’ instructions or, absent instructions, vote in accordance with the Board’s recommendations. Management emphasizes Advoro’s confirmation of independence and recommends election to ensure that shareholders who do not submit specific voting instructions still have their holdings represented in a manner consistent with procedural and legal norms. For investors, the independent representative provides a mechanism to participate in governance even if logistical constraints prevent direct voting, and the representative’s neutrality and independence are essential to maintaining shareholder trust. Electing a recognized independent firm reduces operational risk around proxy tabulation and legal compliance for the meeting. Shareholders should vote FOR if they are comfortable with the firm’s independence and the Board’s delegated voting protocol; those with differing preferences can provide specific voting instructions on their proxy cards instead.

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When is the Amrize Ltd 2026 annual meeting?

Amrize Ltd (AMRZ) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Amrize Ltd 2026 meeting?

The record date for the Amrize Ltd 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Amrize Ltd 2026 meeting?

Shareholders will vote on 28 proposals at the Amrize Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.