BIOMARIN PHARMACEUTICAL INC
For the period ended Jun 2, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 21, 2026
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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 | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(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 ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of Annual Meeting of Stockholders
Dear BioMarin Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of BioMarin Pharmaceutical Inc., a Delaware corporation (we, us, our, BioMarin or the Company). The Annual Meeting will be held on Tuesday, June 2, 2026 at 11:30 a.m. (Pacific Time), via a live audio webcast atwww.virtualshareholdermeeting.com/BMRN2026 for the following purposes:
| DateJune 2, 2026 | Time11:30 a.m. (Pacific Time) | LocationLive audio webcast at www.virtualshareholdermeeting.com/BMRN2026 |
|---|
| Items of Business | |
|---|---|
| 1 | To elect the ten nominees for director named in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the Proxy Statement) to serve until the next Annual Meeting and until their successors are duly elected and qualified; |
| 2 | To ratify the selection of KPMG LLP (KPMG) as the independent registered public accounting firm for BioMarin for the fiscal year ending December 31, 2026; |
| 3 | To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (NEOs) as disclosed in the Proxy Statement; |
| 4 | To approve an amendment to the 2017 Equity Incentive Plan, as amended; and |
| 5 | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in this Proxy Statement. Instructions on how to demonstrate proof of stock ownership and participate in the Annual Meeting will be posted at www.virtualshareholdermeeting.com/BMRN2026 two weeks prior to the date of the Annual Meeting. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/BMRN2026.
Record Date: Monday, April 7, 2026
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting athttps://investors.biomarin.com for a period of 10 days ending on the day before the Annual Meeting. We intend to mail a Notice Regarding the Availability of Proxy Materials on or about April 21, 2026 to all stockholders of record entitled to vote at the Annual Meeting. We expect that this Proxy Statement and the other proxy materials will be available to stockholders on or about April 21, 2026
By Order of the Board of Directors
G. Eric Davis
Executive Vice President, Chief Legal Officer and Secretary
105 Digital Drive, Novato, California, 94949
April 21, 2026
Voting
Whether or not you expect to attend the Annual Meeting, please vote in advance of the meeting using one of the following methods.
TelephoneCall toll-free 1-866-690-6903.
InternetVote online at www.proxyvote.com.
MailFollow the instructions in your proxy materials.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 2, 2026 at 11:30 a.m. Pacific Time via a live audio webcast atwww.virtualshareholdermeeting.com/BMRN2026
The Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 are available at: www.proxyvote.com.
If you have any questions or need assistance in voting your shares, please call the following firm, which is assisting the Company in the solicitation of proxies:
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
| 2026 Proxy Statement | 1 |
|---|
Table of Contents
| Notice of Annual Meeting of Stockholders | 1 |
|---|---|
| Letter from the Chair of Our Board of Directors | 3 |
| Letter from Our President and Chief Executive Officer | 4 |
| 2025 Highlights | 5 |
| Proxy Voting Roadmap | 10 |
| Proposal 1: Election of Directors | 17 |
| Nominees for Director | 18 |
| Identifying and Evaluating Candidates for Director | 29 |
| Stockholder Nominations | 31 |
| Director Independence | 31 |
| Corporate Governance | 32 |
| Corporate Governance Highlights | 32 |
| Stockholder Engagement | 33 |
| Board Structure and Operations | 34 |
| The Board’s Roles and Responsibilities | 37 |
| Committees of the Board | 40 |
| Other Board Governance Information | 47 |
| Delinquent Section 16(a) Reports | 49 |
| Director Compensation | 50 |
| Overview | 50 |
| 2025 Non-Employee Director Compensation | 52 |
| Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for BioMarin | 53 |
| Independent Registered Public Accounting Firm | 53 |
| Report of the Audit Committee of the Board | 54 |
| Executive Officers | 55 |
|---|---|
| Proposal 3: Advisory Vote on Executive Compensation | 58 |
| Letter from Our Compensation Committee | 59 |
| Executive Compensation | 61 |
| Compensation Discussion and Analysis | 61 |
| Compensation Committee Report | 88 |
| Executive Compensation Tables | 89 |
| Stock Ownership Information | 104 |
| Security Ownership of Certain Beneficial Owners and Management | 104 |
| Equity Compensation Plan Information | 106 |
| Proposal 4: Approval of an Amendment to the 2017 Equity Incentive Plan | 107 |
| Additional Information | 122 |
| Questions and Answers about these Proxy Materials and Voting | 122 |
| Householding of Proxy Materials | 129 |
| Other Matters | 129 |
| Special Note Regarding Forward-Looking Statements | 130 |
| Appendix A | 131 |
| Appendix B | 149 |
| 2 | 2026 Proxy Statement |
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