SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMGEN INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[LOGO OF AMGEN, INC.]
March 28, 1996
DEAR STOCKHOLDER:
You are invited to attend the Annual Meeting of Stockholders of Amgen Inc. to
be held on Thursday, May 2, 1996, at 10:30 A.M., PDT, at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California.
At this year's meeting, you are asked to elect three directors and to ratify
the selection of the independent auditors. The accompanying Notice of Meeting
and Proxy Statement describe these proposals. We urge you to read this
information carefully.
Your Board of Directors unanimously believes that election of its nominees as
directors and ratification of its selection of independent auditors are in the
best interests of Amgen Inc. and its stockholders, and, accordingly, recommends
a vote FOR Items 1 and 2 on the enclosed proxy card.
In addition to the formal business to be transacted, management will make a
presentation on developments of the past year and respond to comments and
questions of general interest to stockholders.
I personally look forward to greeting those Amgen stockholders able to attend
the meeting. If you plan to attend the Annual Meeting, please complete and
return the reply card enclosed with the Proxy Statement, and we will send you a
map with directions to the Regent Beverly Wilshire and an admission ticket to
the Annual Meeting.
It is important that your shares be represented and voted, whether or not you
plan to attend the Annual Meeting. THEREFORE, PLEASE SIGN, DATE AND PROMPTLY
MAIL THE ENCLOSED PROXY IN THE PREPAID ENVELOPE PROVIDED.
Thank you.
Sincerely,
/s/ Gordon M. Binder
Gordon M. Binder
Chairman of the Board
Amgen Inc., 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789
Telephone 805 447-1000
AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1996
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TO THE STOCKHOLDERS OF AMGEN INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amgen Inc.,
a Delaware corporation (the "Company"), will be held on Thursday, May 2, 1996,
at 10:30 A.M., PDT, at the Regent Beverly Wilshire, 9500 Wilshire Boulevard,
Los Angeles, California 90212, for the following purposes:
1. To elect three directors to hold office until 1999;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for the year ending December 31, 1996; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 5, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any continuation or adjournment thereof.
By Order of the Board of Directors
/s/ George A. Vandeman
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George A. Vandeman
Secretary
Thousand Oaks, California
March 28, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A PREPAID ENVELOPE IS ENCLOSED FOR THAT PURPOSE.
EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO ATTEND AND VOTE AT THE MEETING,
YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR
NAME.
AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CALIFORNIA 91320-1789
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PROXY STATEMENT
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board of Directors" or the "Board") of Amgen Inc., a Delaware corporation (the
"Company" or "Amgen"), for use at the Annual Meeting of Stockholders to be held
on Thursday, May 2, 1996, at 10:30 A.M., PDT, (the "Annual Meeting"), or at any
continuation or adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting. The Annual Meeting will be held at
the Regent Beverly Wilshire, 9500 Wilshire Boulevard, Los Angeles, California
90212.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly and mailing of this proxy statement, the proxy and any
additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding shares of the Company's Common Stock (the "Common Stock") in
their names which are beneficially owned by others to forward to such
beneficial owners. The Company may reimburse persons representing beneficial
owners for their costs of forwarding the solicitation material to such
beneficial owners. Original solicitation of proxies by mail may be supplemented
by telephone, telegram or personal solicitation by directors, officers or other
regular employees of the Company. No additional compensation will be paid to
directors, officers or other regular employees for such services.
The Company intends to mail this proxy statement and accompanying proxy card
on or about March 28, 1996, to all stockholders entitled to vote at the Annual
Meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
1997 Annual Meeting of Stockholders (the "1997 Annual Meeting") must be
received by the Secretary of the Company not later than November 29, 1996 in
order to be included in the proxy statement and proxy relating to the 1997
Annual Meeting. The Company's Bylaws provide that stockholders desiring to
nominate persons for election to the Board of Directors or to bring any other
business before the stockholders at an annual meeting must notify the Secretary
of the Company thereof in writing and such notice must be delivered to or
received by the Secretary no later than 90 days prior to such meeting
(provided, however, that in the event that less than 100 days notice or prior
public disclosure of the date of the meeting is made to stockholders, the
notice must be received not later than the close of business on the tenth day
following the date on which the notice of the date of such meeting was mailed
or the public disclosure was made). Such notice must include (a) the name and
address of the stockholder who intends to make the nominations or propose the
business and, as the case may be, of the person or persons to be nominated or
of the business to be proposed; (b) a representation that the stockholder is a
holder of record of stock of the Company entitled to vote at such meeting and,
if applicable, intends to appear in person or by proxy at the
1
meeting to nominate the person or persons specified in the notice; (c) if
applicable, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee or
each matter of business to be proposed by such stockholder as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (the "SEC") had the nominee been nominated,
or intended to be nominated, or the matter been proposed, or intended to be
proposed by the Board of Directors; and (e) if applicable, the consent of each
nominee to serve as director of the Company if so elected.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March 5,
1996 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 5, 1996, there were outstanding and entitled to vote
266,239,140 shares of Common Stock. Stockholders of record on such date are
entitled to one vote for each share of Common Stock held on all matters to be
voted upon at the meeting.
All votes will be tabulated by the inspector of election appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Under the Company's Bylaws and Delaware law:
(1) shares represented by proxies that reflect abstentions or "broker non-
votes" (i.e., shares held by a broker or nominee which are represented at the
meeting, but with respect to which such broker or nominee is not empowered to
vote on a particular proposal) will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum; (2)
there is no cumulative voting and the director nominees receiving the highest
number of votes, up to the number of directors to be elected, are elected and,
accordingly, abstentions, broker non-votes and withholding of authority to vote
will not affect the election of directors; and (3) proxies that reflect
abstentions as to a particular proposal will be treated as voted for purposes
of determining the approval of that proposal and will have the same effect as a
vote against that proposal, while proxies that reflect broker non-votes will be
treated as unvoted for purposes of determining approval of that proposal and
will not be counted as votes for or against that proposal.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, Amgen
Center, 1840 DeHavilland Drive, Thousand Oaks, California 91320-1789, Mail Stop
10-1-B, a written notice of revocation or a duly executed proxy bearing a later
date, or it may be revoked by attending the meeting and voting in person.
Attendance at the meeting will not, by itself, revoke a proxy.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors shall be divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board may
be filled only by persons elected by a majority of the remaining directors. A
director elected by the Board to fill a vacancy (including a vacancy created by
an increase in the Board of Directors) will serve for the remainder of the full
term of the class of directors in which the vacancy occurred and until such
director's successor is elected and qualified, or until such director's earlier
death, resignation or removal.
The Board of Directors is presently comprised of ten members. There are four
directors in the class whose term of office expires in 1996, three of whom are
nominees for election to the Board. Mr. Bernard H. Semler is retiring from the
Board of Directors effective immediately prior to the Annual Meeting, and the
Company's Bylaws have been amended to decrease the authorized number of
directors to nine effective immediately upon Mr. Semler's resignation. The
Bylaws may be amended in the future to increase the authorized number of
directors to ten. If elected at the Annual Meeting, each of the three nominees,
Mr. Bowes, Ms. Pelham and Mr. Sharer, would serve until the 1999 Annual Meeting
and until his or her successor is elected and qualified, or until such
director's earlier death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the Annual Meeting. Stockholders
do not have the right to cumulate their votes in the election of directors. It
is the intention of the persons named in the enclosed proxy, unless
authorization to do so is withheld, to vote the proxies received by them for
the election of the three nominees named below. If, prior to the Annual
Meeting, any nominee should become unavailable for election, an event which
currently is not anticipated by the Board, the proxies will be voted for the
election of such substitute nominee or nominees as the Board of Directors may
propose. Each person nominated for election has agreed to serve if elected and
management has no reason to believe that any nominee will be unable to serve.
Set forth below is biographical information for each person nominated and for
each person whose term of office as a director will continue after the Annual
Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING
WILLIAM K. BOWES, JR.
Mr. William K. Bowes, Jr., age 69, has served as a director of the Company
since April 1980. He has been a general partner of U.S. Venture Partners, a
venture capital investment entity, since July 1981. Mr. Bowes also serves as a
director of Xoma Corporation and several privately held U.S. Venture Partners
portfolio companies.
JUDITH C. PELHAM
Ms. Judith C. Pelham, age 50, has served as a director of the Company since
May 1995. She has been President and Chief Executive Officer of Mercy Health
Services, Farmington Hills, Michigan, since 1993. From 1987 to 1993, she was
President and Chief Executive Officer of Daughters of Charity Health Services,
Austin, Texas.
3
KEVIN W. SHARER
Mr. Kevin W. Sharer, age 48, has served as a director of the Company since
November 1992. He also has served as President and Chief Operating Officer of
the Company since October 1992. Prior to joining the Company, Mr. Sharer served
as President of the Business Markets Division of MCI Communications
Corporation, a telecommunications company, from April 1989 to October 1992 and
served in numerous executive capacities at General Electric Company from
February 1984 to March 1989. Mr. Sharer also serves as a director of Geotek
Communications, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING
RAYMOND F. BADDOUR
Dr. Raymond F. Baddour, age 71, has served as a director of the Company since
October 1980. Prior to July 1, 1989, Dr. Baddour was Lammot du Pont Professor
of Chemical Engineering at the Massachusetts Institute of Technology. As of
July 1, 1989, Dr. Baddour became Lammot du Pont Professor Emeritus.
GORDON M. BINDER
Mr. Gordon M. Binder, age 60, has served as a director of the Company since
October 1988. He joined the Company in 1982 as Vice President-Finance and was
named Senior Vice President-Finance in February 1986. In October 1988, Mr.
Binder was elected Chief Executive Officer. In July 1990, Mr. Binder became
Chairman of the Board.
FRANKLIN P. JOHNSON, JR.
Mr. Franklin P. Johnson, Jr., age 67, has served as a director of the Company
since October 1980. He is the general partner of Asset Management Partners, a
venture capital limited partnership. Mr. Johnson has been a private venture
capital investor for more than five years. He is also Chairman of the Board of
Boole & Babbage, Inc. and a director of IDEC Pharmaceuticals Corporation,
Tandem Computers Incorporated and several private companies.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1998 ANNUAL MEETING
STEVEN LAZARUS
Mr. Steven Lazarus, age 64, has served as a director of the Company since May
1987. Since July 1994, he has been the President of ARCH Venture Corporation,
the managing general partner of ARCH Venture Partners, L.P., an early stage
venture capital partnership. He was President and Chief Executive Officer of
the Argonne National Laboratory/The University of Chicago Development
Corporation and was also dean at the Graduate School of Business, the
University of Chicago, from October 1986 to July 1994. Mr. Lazarus also serves
as a director of Illinois Superconductor Corporation and Primark Corporation;
and as Vice Chairman of the Board of Directors of The Northwestern Healthcare
Network, Chicago, Illinois.
EDWARD J. LEDDER
Mr. Edward J. Ledder, age 78, has served as a director of the Company since
January 1991. In April 1981, Mr. Ledder retired as Chairman and Chief Executive
Officer of Abbott Laboratories, a corporation in the principal business of
developing and providing human healthcare products, where he had been employed
in various executive positions since 1939. Mr. Ledder also serves as a director
of Alliance International Healthcare Fund.
4
GILBERT S. OMENN
Dr. Gilbert S. Omenn, age 54, has served as a director of the Company since
January 1987. He has been Dean of the School of Public Health and Community
Medicine at the University of Washington for more than five years. Dr. Omenn
also is a director of Immune Response Corporation, Nutraceutix, Inc. and Rohm &
Haas Company.
BOARD COMMITTEES AND MEETINGS
The Board of Directors, which held eight meetings during the year ended
December 31, 1995, has an Audit Committee, a Compensation Committee, an
Executive Committee, a Nominating Committee and a Strategy Committee.
The Audit Committee recommends engagement of the Company's independent
auditors and approves services performed by such auditors, including the review
and evaluation of the Company's accounting system and its system of internal
controls in connection with the Company's annual audit. During the year ended
December 31, 1995, the Audit Committee met three times. Mr. Semler serves as
Chairman, and Messrs. Bowes and Johnson and Dr. Omenn serve as members of the
Audit Committee.
The Compensation Committee sets guidelines for the administration of
salaries, approves recommendations for officers' salaries, administers
incentive compensation and awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels. During the year ended December 31, 1995, the Compensation Committee met
six times. Mr. Semler serves as Chairman, and Messrs. Lazarus and Ledder and
Dr. Baddour serve as members of the Compensation Committee.
The Executive Committee may exercise, when the Board of Directors is not in
session, all powers of the Board of Directors in the management of the business
and affairs of the Company to the extent permitted by law, the Bylaws of the
Company and specifically granted by the Board of Directors. During the year
ended December 31, 1995, the Executive Committee met once. Mr. Binder serves as
Chairman, and Messrs. Bowes and Johnson serve as members of the Executive
Committee.
The Nominating Committee interviews, evaluates, nominates and recommends
individuals for membership on the Company's Board of Directors and committees
thereof and nominates specific individuals to be elected as officers of the
Company by the Board of Directors. The Nominating Committee will consider
nominees for directors nominated by stockholders upon submission in writing to
the Secretary of the Company of the names of such nominees, together with their
qualifications for service as a director of the Company. In order for any
nominees for directors nominated by stockholders to be considered by the
Nominating Committee, such nominations must be submitted no later than December
1st of the year preceding the Annual Meeting. During the year ended December
31, 1995, the Nominating Committee met once. Mr. Bowes serves as Chairman, and
Mr. Johnson and Dr. Omenn serve as members of the Nominating Committee.
The Strategy Committee meets with management of the Company to review
research strategies and proposals for collaborations and licensing of
technology. During the year ended December 31, 1995, the Strategy Committee met
three times. Mr. Lazarus serves as Chairman, and Mr. Ledder, Dr. Omenn and Ms.
Pelham serve as members of the Strategy Committee.
During the year ended December 31, 1995, all of the directors attended 100%
of the total number of meetings of the Board of Directors and committees on
which they served.
5
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1996, and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company's financial statements since the Company's inception in
1980. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Board will reconsider
whether or not to retain that firm. Even if the selection is ratified, the
Board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such a
change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 29, 1996 by: (i) each
director; (ii) the Company's Chief Executive Officer and each of its other four
most highly compensated executives ("Named Executive Officers") for the year
ended December 31, 1995; and (iii) all directors and executive officers of the
Company as a group. The Company is not aware of any person who is a beneficial
owner of more than 5% of its Common Stock:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1) (2)
--------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF TOTAL
---------------- ---------------- ------------
Raymond F. Baddour......................... 187,700 *
Gordon M. Binder........................... 1,542,422 *
William K. Bowes, Jr....................... 2,792,400 1
Franklin P. Johnson, Jr. (3)............... 1,277,800 *
Steven Lazarus............................. 101,000 *
Edward J. Ledder........................... 58,200 *
Gilbert S. Omenn (4)....................... 175,026 *
Judith C. Pelham........................... -0- *
Bernard H. Semler (5)...................... 237,102 *
Kevin W. Sharer............................ 70,626 *
Daniel Vapnek (6).......................... 267,918 *
Robert S. Attiyeh.......................... 55,155 *
N. Kirby Alton (7)......................... 108,012 *
All directors and executive officers as a
group (19 persons) (3) (4) (5) (6) (7).... 7,290,262 2.7
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* Less than 1%
6
(1) This table is based upon information supplied by directors, executive
officers and Schedules 13D and 13G, if any, filed with the SEC. Unless
otherwise indicated in the footnotes and subject to community property laws
where applicable, each of the stockholders has sole voting and/or
investment power with respect to such shares.
(2) Includes shares which the directors and executive officers of the Company
had the right to acquire on February 29, 1996, or within 60 days
thereafter, pursuant to outstanding options, as follows: Dr. Baddour-39,136
shares; Mr. Binder-1,370,314 shares; Mr. Bowes-163,000 shares; Mr. Johnson-
139,000 shares; Mr. Lazarus-94,354 shares; Mr. Ledder-55,000 shares; Dr.
Omenn-163,000 shares; Ms. Pelham-0 shares; Mr. Semler-98,372 shares; Mr.
Sharer-67,500 shares; Dr. Vapnek-188,026 shares; Mr. Attiyeh-50,000 shares;
Dr. Alton-72,512 shares; and all directors and executive officers as a
group-2,781,812 shares.
(3) Includes 1,138,800 shares held by Asset Management Partners, a venture
capital limited partnership, of which Mr. Johnson is the general partner.
As the general partner, Mr. Johnson may be deemed to have voting and
investment power as to all of these shares, and therefore may be deemed to
be a beneficial owner of such shares.
(4) Includes 2,196 shares held by two of Dr. Omenn's children.
(5) Includes 10,308 shares held by a trust for the benefit of Mr. Semler's
wife.
(6) Includes 6,300 shares held by one of Dr. Vapnek's children.
(7) Excludes 5,144 shares held by trusts established for the benefit of Dr.
Alton's children. Dr. Alton disclaims beneficial ownership of all such
shares.
In 1993, the Company exercised its option to purchase the Class A and Class B
Limited Partnership interests of Amgen Clinical Partners, L.P. (the
"Partnership"), a limited partnership previously formed to develop and
commercialize products from certain technologies for human pharmaceutical use
in the United States. As a result of the Company exercising such option, each
holder of a Limited Partnership interest acquired contractual contingent
payment rights based on the number of such holder's former Partnership
interests. The contractual contingent payment rights are not voting securities
but entitle the holders thereof to receive quarterly payments, subject to
certain adjustments, equal to a stated percentage of the Company's sales of
certain products in specified geographic areas. In 1995, holders received
$56,182 for each contractual contingent payment right held. The following table
sets forth certain information regarding the ownership of the Company's
contractual contingent payment rights as of February 29, 1996 by: (i) each
director; (ii) each of the five Named Executive Officers of the Company; and
(iii) all directors and executive officers of the Company as a group:
CONTRACTUAL CONTINGENT
PAYMENT RIGHTS
BENEFICIALLY OWNED (1)
-------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF RIGHTS OF TOTAL
---------------- ------------ ----------
Raymond F. Baddour............................. 1 *
Gordon M. Binder............................... 1 *
William K. Bowes, Jr........................... 2 *
Franklin P. Johnson, Jr. (2)................... 4 *
Steven Lazarus................................. -0- *
Edward J. Ledder............................... -0- *
Gilbert S. Omenn............................... .5 *
Judith C. Pelham............................... -0- *
Bernard H. Semler.............................. 1 *
Kevin W. Sharer................................ -0- *
Daniel Vapnek.................................. .5 *
Robert S. Attiyeh.............................. -0- *
N. Kirby Alton................................. .25 *
All directors and executive officers as a group
(19 persons) (2).............................. 10.25 1.2
7
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* Less than 1%
(1) This table is based upon information supplied by the directors and
executive officers of the Company. Unless otherwise indicated in the
footnotes and subject to community property laws where applicable, each
holder of a contractual contingent payment right(s) has sole investment
power with respect to such right(s) beneficially owned.
(2) Includes four rights held by Asset Management Partners, a venture capital
limited partnership, of which Mr. Johnson is the general partner. As the
general partner, Mr. Johnson may be deemed to have investment power as to
all of these rights, and therefore may be deemed to be a beneficial owner
of such rights.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
During the year ended December 31, 1995, each non-employee director received
a quarterly retainer of $3,750 (plus $1,500 for a Committee Chairman) and a per
Board meeting fee of $1,250 (plus $750 for Committee members attending a
committee meeting, up to a maximum of $1,500 for all committee meetings held on
the same day). The members of the Board of Directors also are entitled to
reimbursement of their expenses incurred in connection with attendance at Board
and committee meetings in accordance with Company policy. There are no family
relationships among any directors of the Company.
Under the Amended and Restated 1987 Directors' Stock Option Plan (the
"Directors' Plan"), each non-employee director is automatically granted
annually an option to purchase shares of Common Stock of the Company. The
number of shares subject to such option is determined by a formula, provided
that in no event will the number of shares subject to such option exceed 5,000
shares or be less than 2,000 shares. The exercise price of options granted
under the Directors' Plan is equal to 100% of the fair market value of the
underlying stock on the date of the option grant.
A non-employee director optionee is entitled to a reload option ("Reload
Option") in the event the optionee exercises his or her option, in whole or in
part, by surrendering other shares of Common Stock of the Company held by such
non-employee director in accordance with the Directors' Plan and the terms of
the option grant. Any such Reload Option (i) will be for a number of shares of
Common Stock equal to the number of shares of Common Stock surrendered as part
or all of the exercise price of the original option; (ii) will have an
expiration date that is the same as the expiration date of the original option;
and (iii) will have an exercise price that is equal to 100% of the fair market
value of the Common Stock subject to the Reload Option on the date of exercise
of the original option. Any such Reload Option will be subject to the
availability of sufficient shares under the Directors' Plan. There will be no
Reload Option on a Reload Option.
Options granted to a non-employee director under the Directors' Plan may not
be exercised: (a) unless such director has, at the date of grant, provided
three years of prior continuous service as a non-employee director, in which
case such option will vest upon grant but will not be exercisable until six
months after the date of grant, or (b) until the date upon which such director
has provided one year of continuous service as a non-employee director
following the date of grant of such option, whereupon such option will become
fully exercisable. No option under the Directors' Plan is exercisable by the
optionee after the expiration of ten years from the date the original option is
granted.
During the year ended December 31, 1995, the Company granted under the
Directors' Plan options covering an aggregate of 36,200 shares, which amount
included options for 4,600 shares, at an exercise price of $30.69 per share,
that were granted to each of the incumbent non-employee directors in January
1995 and an option for 4,000 shares, at an exercise price of $37.44 per share,
that was granted to Ms. Pelham in May 1995.
8
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the years ended December 31, 1995, 1994 and
1993, respectively, certain compensation awarded or paid to, or earned by the
Named Executive Officers:
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) (1) BONUS ($) COMPENSATION OPTIONS (#) COMPENSATION ($) (2)
- --------------------------- ---- -------------- --------- ------------ ------------ --------------------
Gordon M. Binder, Chief 1995 613,176 900,000 150,000 129,142
Executive Officer and 1994 533,348 723,267 100,000 55,815
Chairman of the Board 1993 466,676 487,057 48,780 137,564
Kevin W. Sharer,
President, 1995 427,916 623,265 90,000 66,237
Chief Operating Officer 1994 389,180 424,490 187,265(6) 70,000 35,359
and Director 1993 360,000 305,908 893,037(7) 140,400(8) 52,818
Daniel Vapnek, 1995 352,088 467,576 50,000 63,060
Senior Vice President, 1994 317,176 393,900 46,000 29,337
Research 1993 273,348 223,807 31,118 58,241
Robert S. Attiyeh 1995 341,540 365,866 36,000 36,140
Senior Vice President, 1994 162,600(4) 635,351(5) 200,000(9) 48,905
Finance and Corporate 1993 -- -- -- --
Development (3)
N. Kirby Alton, 1995 313,500 345,525 40,000 45,195
Senior Vice President, 1994 277,836 219,159 40,000 24,479
Development 1993 238,348 161,573 32,280 39,477
- ---------------------
(1) Includes compensation deferred under the Company's Retirement and Savings
Plan (a Section 401(k) plan) otherwise payable in cash during each calendar
year.
(2) The amounts shown for 1995 are comprised primarily of Company credits to
the Supplemental Retirement Plan ("SRP"), but also include a contribution
in the amount of $11,350 to the Company's Retirement and Savings Plan for
each of the Named Executive Officers. The SRP is a non-qualified, unfunded,
deferred compensation plan. Participation in the SRP is available to
participants in the Company's Retirement and Savings Plan who are affected
by the Internal Revenue Code limits on the amount of employee compensation
that may be recognized for purposes of calculating the Company's
contributions to the Retirement and Savings Plan. Pursuant to the SRP, the
Named Executive Officers were credited with the following amounts for the
year ended December 31, 1995: Mr. Binder, $117,792; Mr. Sharer, $54,887;
Dr. Vapnek, $51,710; Mr. Attiyeh, $24,790; and Dr. Alton, $33,845.
(3) The Board elected Mr. Attiyeh as Senior Vice President, Finance and
Corporate Development, on April 25, 1994.
(4) Represents Mr. Attiyeh's salary paid for the period from the date he
commenced employment with the Company in July 1994 through December 1994.
(5) Includes a signing bonus of $500,000 and a payment of $135,351 under the
Company's performance based Management Incentive Plan.
(6) Represents payment on behalf of Mr. Sharer with respect to taxes payable by
him as a result of certain payments described in footnote (7) below.
9
(7) Includes a $524,330 payment to Mr. Sharer that represents the difference
between the original cost of his primary residence in Virginia and the
market value, which was less than the original cost; $46,712 in payments to
or on behalf of Mr. Sharer in connection with his relocation to the
Thousand Oaks vicinity; and a $321,995 payment on behalf of Mr. Sharer with
respect to taxes payable by him as a result of such payments.
(8) Represents Mr. Sharer's annual periodic stock option grant which included
supplemental stock options to adjust the grant price for the options
granted when he was hired by the Company to reflect an equivalent grant
price of approximately $25 per share.
(9) Represents stock options granted to Mr. Attiyeh when he was hired by the
Company.
STOCK OPTION GRANTS AND EXERCISES
The Company has granted options to its executive officers under its Amended
and Restated 1991 Equity Incentive Plan (the "1991 Option Plan") and prior
stock option plans (collectively, the "Option Plans"). The following tables
show for the year ended December 31, 1995, certain information regarding
options granted to, exercised by, and held at year end by the Named Executive
Officers:
OPTION GRANTS IN FISCAL YEAR 1995
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES PERCENT OF AT ASSUMED ANNUAL RATES
UNDERLYING TOTAL OPTIONS OF STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM (1)
GRANTED EMPLOYEES IN BASE PRICE ---------------------------
NAME (#) (2) (3) (4) FISCAL YEAR ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- ---- --------------- ------------- ----------- --------------- ------------- -------------
Gordon M. Binder........ 150,000 2.21% 39.88 07/03/02 2,434,969 5,674,514
Kevin W. Sharer......... 90,000 1.32% 39.88 07/03/02 1,460,982 3,404,708
Daniel Vapnek........... 50,000 .74% 39.88 07/03/02 811,656 1,891,505
Robert S. Attiyeh....... 36,000 .53% 39.88 07/03/02 584,393 1,361,883
N. Kirby Alton.......... 40,000 .59% 39.88 07/03/02 649,325 1,513,204
- ---------------------
(1) The potential realizable value is based on the term of the option at the
time of its grant, which is seven years for the stock options granted to
the five Named Executive Officers in the table. Pursuant to the rules
promulgated by the SEC, assumed annual stock price appreciation rates of 5%
and 10% are used. The potential realizable value is calculated by assuming
that the stock price on the date of grant appreciates at the indicated
rate, compounded annually, for the entire term of the option and that the
option is exercised and the stock sold on the last day of its term at this
appreciated stock price. No valuation method can accurately predict future
stock prices or option values because there are too many unknown factors.
No gain to the optionee is possible unless the stock price increases over
the option term. Such a gain in stock price would benefit all stockholders.
(2) Under the terms of the Option Plans, the Board of Directors retains
discretion, subject to plan limitations, to modify the terms of outstanding
options and to reprice the options. The Board of Directors has delegated
administration of the Option Plans to the Compensation Committee of the
Board of Directors.
(3) The options were granted to the five Named Executive Officers in the table
for a term of seven years, subject to earlier termination if the optionee
ceases employment with the Company. Each option agreement contains a
provision entitling the optionee to a Reload Option in the event the
optionee exercises the option, in whole or in part, by surrendering shares
of Common
10
Stock in accordance with the Option Plans. Any such Reload Option (i) will
be for a number of shares of Common Stock equal to the number of shares of
Common Stock surrendered as part or all of the exercise price of the
original option; (ii) will have an expiration date that is the same as the
expiration date of the original option; and (iii) will have an exercise
price that is equal to 100% of the fair market value of the Common Stock
subject to the Reload Option on the date of exercise of the original option.
There will be no Reload Option on a Reload Option.
(4) Represents options granted as part of the annual periodic stock option
grants made to all eligible employees of the Company. Such options become
exercisable as to 20% of the shares covered thereby twelve months after the
grant date and an additional 20% on each successive anniversary date, with
full vesting occurring on the fifth anniversary date. The vesting of all
options issued pursuant to the Option Plans will be automatically
accelerated in the event of a change in control (as defined in the plans).
In addition, the options are subject to accelerated vesting upon the death
of the optionee while in the employ of the Company or within three months
after termination of employment.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($) (2)
-------------------- --------------------
SHARES
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) (1) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ---------------------- -------------------- --------------------
Gordon M. Binder........ 466,000 19,991,494 1,405,314/ 75,625,245/
386,970 13,471,222
Kevin W. Sharer......... 57,960 1,420,235 127,500/ 3,394,688/
400,240 11,868,445
Daniel Vapnek........... 260,600 10,269,202 228,026/ 11,635,614/
119,372 3,526,909
Robert S. Attiyeh....... 40,000 1,003,750 10,000/ 390,625/
186,000 6,561,375
N. Kirby Alton.......... 30,060 1,403,456 72,512/ 2,729,041/
111,968 3,355,637
- --------------------
(1) Value realized is based on the market value of the Company's Common Stock
on the date of exercise, minus the exercise price, and does not necessarily
indicate that the optionee sold such stock.
(2) Value of unexercised in-the-money options is calculated based on the market
value of the underlying securities, minus the exercise price, and assumes
sale of the underlying securities on December 29, 1995 at the then current
market value of $59.38 per share.
COMPENSATION COMMITTEE REPORT/1/
The Board of Directors has delegated to the Compensation Committee of the
Board of Directors (the "Compensation Committee") the authority to establish
and maintain the Job Grade and Compensation Range Tables and Merit Increase
Guidelines used to establish initial salary guidelines and merit pay increases
throughout the Company and as the basis for making specific recommendations to
the Board concerning the compensation of senior officers, including the Chief
- --------------------
/1/ The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC, and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether made before or after the date of this proxy statement and
irrespective of any general incorporation language in such filing.
11
Executive Officer. In addition, the Compensation Committee administers the
performance based Management Incentive Plan ("MIP"), the Option Plans, the
Retirement and Savings Plan, the Supplemental Retirement Plan, the Employee
Stock Purchase Plan and all other compensation and benefit programs currently
in place at the Company. Compensation Committee members are all non-employee
directors.
The Compensation Committee designs and administers Amgen's compensation
plans to support the achievement of the Company's long-term strategic
objectives, to enhance stockholder value and, to the extent possible, to
maximize the deductibility of compensation for tax purposes. The Omnibus
Budget Reconciliation Act of 1993 placed a one million dollar limit on the
amount of non-performance based compensation for Named Executive Officers that
may be deducted by the Company for tax purposes. The Committee has been
advised that based upon prior stockholder approval of the material terms of
the MIP and the 1991 Option Plan and Section 162(m) transition rules,
compensation under these plans is excluded from this limitation.
The method used by the Compensation Committee to determine executive
compensation is designed to provide for a base salary that, while competitive
with comparable companies, is nevertheless calculated to result in a base
salary that is slightly lower than the middle of the competitive range for
those companies. Base salary is supplemented by two additional compensation
components: First, the MIP, designed to reward participants for individual and
Company-wide performance; and second, the Company's Option Plans, designed to
provide long-term incentives to all employees of the Company. Each of these
components is described below:
Base Salary
Base Salaries for all employees, including executive officers of the
Company, are determined based on an established Job Grade and Compensation
Range Table that is designed to provide a Base Salary that ensures that
salaries, while remaining competitive with comparable companies, are slightly
lower than the middle of the range for executive officers and at the middle of
the range for all other employees of the companies surveyed. In monitoring the
Executive Job Grade and Compensation Range Table, the members of the
Compensation Committee compared compensation information derived from
compensation surveys outlining compensation levels at major pharmaceutical
companies, the majority of which are included in the Standard & Poor's Drug
Index, leading biotechnology companies and other high technology companies./2/
Adjustments to each individual's Base Salary are made in connection with
annual performance reviews. The amounts of such increases are calculated using
compensation levels at comparable companies and the Merit Increase Guidelines
which provide for percentage salary increases based on the position in the
Compensation Range and the result of each individual's annual performance
review. The recommended percentage increases are adjusted annually and reflect
the Compensation Committee's assessment of appropriate salary adjustments
given the results of competitive surveys and general economic conditions.
Performance Based Management Incentive Plan ("MIP")
The MIP has been established to reward participants for their contributions
to the achievement of Company-wide performance goals. All executive officers
of the Company and certain other key employees, as determined by the
Compensation Committee, participate in the MIP. MIP payouts are established at
a level designed to ensure that when such payouts are added to a participant's
Base Salary, the resultant compensation for above average performance will
exceed the average cash compensation level of comparable companies.
- ---------------------
/2/ The Committee utilizes data and summaries provided by Organization Resources
Counselors, Inc. and Towers Perrin, two independent consulting firms, to
determine comparable companies, including major pharmaceutical, leading
biotechnology and other high technology companies, and their compensation
levels.
12
The structure of the MIP provides for the development of a compensation pool
(the "Pool"). Amounts attributable to the Pool are based upon the achievement
of certain specified performance goals and milestones established by members of
management and approved by the Compensation Committee at the beginning of each
MIP period. The plan requires that at least 50% of the Pool determination be
based upon Return on Capital Employed ("ROCE") and Growth in Revenue, with the
remainder based upon two or three major goals selected by the Committee from
the goals established by management in connection with the planning process.
Target awards for participants are established pursuant to a percentage formula
relating to Base Salary. The MIP provides for a range of payouts based on
actual achievements, with both the size of the Pool and the individual awards
subject to an upside potential of 150% of applicable targets for the
achievement of performance that is significantly above the target levels. No
awards are made to the participants, regardless of the performance achieved on
the other goals or by individual participants, unless either the ROCE or the
Growth in Revenue goal is achieved.
At the beginning of each MIP period, participants in the MIP are required to
work with upper management to define individual performance objectives that
will contribute to the success of the Company. Each participant's payout from
the MIP Pool is based upon the respective supervisor's and the Compensation
Committee's assessment of achievement of the participant's goals. Performance
objectives are stated as a range of possible measured achievements. In order to
be eligible to receive a payout from the MIP, each individual participant must
have achieved his or her individual performance objectives at least at the
minimum threshold. The minimum threshold represents significant, but less than
planned, performance. The payout at the minimum threshold is usually 50% of the
target payout, assuming Pool goals are achieved at target. The maximum amount
payable to any participant may not exceed $900,000.
The Pool goals for the MIP period ended December 31, 1995 included goals
related to ROCE; Growth in Revenue; specific product development objectives;
income after taxes; and licensing and acquisition of product candidates. The
relative weightings of these five factors in determining the total Pool were
30%, 20%, 25%, 15% and 10%, respectively. Based upon evaluations by management
and approved by the Compensation Committee, the Company achieved 139% of the
target Pool goals established under the MIP for the period ended December 31,
1995. For 1995, in order to stimulate increased effort toward the development
of potential products, the Pool included an incentive equal to 10% of the
maximum payable under the Pool goals for the development and/or acquisition of
two novel molecules and the filing of at least two investigational new drug
applications. The achievement of these objectives resulted in the inclusion of
this incentive in the MIP payout.
Option Plans
The Option Plans offered by the Company have been established to provide all
employees with an opportunity to share, along with stockholders, in the long-
term performance of the Company.
Periodic grants of stock options are generally made annually to all eligible
employees, with additional grants being made to certain employees upon
commencement of employment and occasionally, following a significant change in
job responsibility, scope or title or a particularly noteworthy achievement.
Stock options granted under the various stock option plans generally have a
four- or five-year vesting schedule and generally expire seven years from the
date of grant. The exercise price of options granted under the stock option
plans are granted at 100% of fair market value of the underlying stock on the
date of grant.
Guidelines for the number of stock options for each participant in the
periodic grant program generally are determined by a procedure established by
the Compensation Committee based upon several factors, including the salary
grade midpoint, the performance of each participant and the
13
approximate market price of the stock at the time of grant. The size of the
grants, as developed under the procedure, are targeted to be somewhat above
competitive levels as a reflection of both the added incentive to continue the
favorable competitive performance of the Company, as well as the risk attached
to the future growth of the biotech industry.
CEO Compensation
Mr. Binder's Base Salary, MIP payout and grants of stock options were
determined in accordance with the criteria described in the "Base Salary",
"Management Incentive Plan" and "Option Plans" sections of this report. Mr.
Binder's Base Salary of $613,176 reflects the Board's assessment of his very
favorable performance and his position in the Grade and Range Table.
The MIP target for Mr. Binder for the MIP period ended December 31, 1995 was
set at 87% of Base Salary. The actual award under the MIP for the MIP period
ended December 31, 1995 was $900,000 or 147% of Base Salary, the maximum amount
payable under the MIP. Payments made to Mr. Binder as a participant in the MIP
for the period ended December 31, 1995 reflect both the Company's level of
achievement of the Pool goals and Mr. Binder's level of achievement of his
individual performance objectives, which included goals relating to ROCE;
Growth in Revenue; product development objectives; income after taxes;
research; government affairs; and licensing and acquisition of product
candidates. As previously discussed, no awards are made to MIP participants
unless the Company achieves either the ROCE or Growth in Revenue goal.
The periodic stock option grant to Mr. Binder in July 1995 of options to
purchase 150,000 shares of Common Stock of the Company at 100% of fair market
value on the date of grant, or $39.88 per share, also reflects the Board's
assessment of the substantial contributions made by Mr. Binder to the growth
and performance of the Company.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Bernard H. Semler, Chairman Steven Lazarus
Raymond F. Baddour Edward J. Ledder
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, the Company's Compensation Committee consisted of Messrs.
Semler, Lazarus, Ledder and Dr. Baddour, all of whom are non-employee
directors. No member of the Compensation Committee has a relationship that
would constitute an interlocking relationship with executive officers or
directors of another entity.
14
PERFORMANCE MEASUREMENT COMPARISON
The chart set forth below shows the value of an investment of $100 on
December 31, 1990 in each of Amgen stock, the Standard & Poor's 500 Index (the
"S&P 500"), the Standard & Poor's Drug Index (the "S&P Drug") and the NASDAQ
Pharmaceutical Index (the "NASDAQ Pharmaceutical"). All values assume
reinvestment of the pre-tax value of dividends paid by companies included in
these indexes and are calculated as of December 31 of each year.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG AMGEN, S&P 500 INDEX, S&P DRUG, AND NASDAQ PHARMACEUTICAL
PERFORMANCE GRAPH APPEARS HERE
Measurement Period S&P S&P NASDAQ
(Fiscal Year Covered) AMGEN 500 INDEX DRUG PHARMACEUTICAL
- ------------------- ---------- --------- ----- --------------
Measurement Pt-12/31/90 $100.00 $100.00 $100.00 $100.00
FYE 12/31/91 $365.06 $130.34 $164.69 $265.74
FYE 12/31/92 $340.36 $140.25 $132.12 $221.14
FYE 12/31/93 $238.55 $154.32 $120.93 $197.11
FYE 12/31/94 $284.34 $156.42 $140.83 $148.38
FYE 12/31/95 $572.29 $214.99 $240.08 $271.03
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
Amgen..................... $100.00 $365.06 $340.36 $238.55 $284.34 $572.29
S&P 500................... $100.00 $130.34 $140.25 $154.32 $156.42 $214.99
S&P Drug.................. $100.00 $164.69 $132.12 $120.93 $140.83 $240.08
NASDAQ Pharmaceutical..... $100.00 $265.74 $221.14 $197.11 $148.38 $271.03
15
CERTAIN TRANSACTIONS
The Company has made loans to Mr. Larry A. May, Mr. Sharer, Mr. Stan M.
Benson and Mr. George A. Vandeman, all of whom are executive officers of the
Company. Each such loan is evidenced by a full recourse promissory note secured
by real estate valued in excess of the principal balance of such loan. The
purpose of the loans was to provide sufficient cash to each of these executive
officers to enable them to satisfy certain personal objectives and obligations.
The annual interest rate on each such loan was 4.9% during the year ended
December 31, 1995 and will be 4.1% for the year ending December 31, 1996. These
interest rates are established and adjusted annually based on the average
introduction rates on adjustable loans offered by California banks and savings
and loans. Including principal and accrued interest, the largest aggregate
indebtedness since January 1, 1995, and the aggregate outstanding indebtedness
at March 20, 1996, of Messrs. May, Sharer, Benson and Vandeman under such loans
was $158,000, $200,000, $400,000 and $1,740,219, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities ("Reporting Persons"), to file reports of ownership
and changes in ownership with the SEC and with The Nasdaq Stock Market.
Reporting Persons are required by SEC regulations to furnish the Company with
copies of all forms they file pursuant to Section 16(a).
Based solely on its review of the copies of such reports received by it, and
written representations from certain Reporting Persons that no other reports
were required for those persons, the Company believes that, during the year
ended December 31, 1995, the Reporting Persons complied with all Section 16(a)
filing requirements applicable to them, except that Dr. Omenn failed to timely
report one transaction, but did report the transaction on his 1995 year end
report on Form 5, which was timely filed.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting. If other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
By Order of the Board of Directors
/s/ George A. Vandeman
----------------------------------
GEORGE A. VANDEMAN
Secretary
March 28, 1996
16
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
-------------
BUSINESS REPLY MAIL -------------
FIRST CLASS PERMIT NO. 67 THOUSAND OAKS, CA -------------
-------------
-------------
POSTAGE WILL BE PAID BY ADDRESSEE -------------
-------------
AMGEN INC. -------------
ATTN: Secretary, Mail Stop 10-1-B -------------
1840 DeHavilland Drive -------------
Thousand Oaks, CA 91320-1789
Amgen Inc.
[_] I plan to attend the Annual Stockholders' Meeting on Thursday, May 2, 1996.
- --------------------------------------------------------------------------------
Name (Please print)
- --------------------------------------------------------------------------------
Address
( )
- --------------------------------------------------------------------------------
City State Zip Telephone No.
[RECYCLED LOGO]
Printed on recycled paper
[LOGO OF AMGEN]
MEMORANDUM
TO: ALL EMPLOYEES HOLDING AMGEN INC. COMMON STOCK
THROUGH PARTICIPATION IN THE
AMGEN RETIREMENT AND SAVINGS PLAN
FROM: ARMECIA S. MEDLOCK
DATE: MARCH 28, 1996
SUBJ: AMGEN INC. - 1996 PROXY MATERIAL
Since you have allocated a portion of your Amgen Retirement and Savings Plan
(the "Plan") contributions toward purchasing shares of Common Stock of Amgen
Inc., you are entitled to vote on the proposals to be presented at the 1996
Annual Stockholders' Meeting based on the number of shares of the Company's
Common Stock that were allocated to your Plan account as of March 4, 1996 (and
which can be found to the left of your name and address on the enclosed blue
Plan instruction card).
YOUR VOTING WITH RESPECT TO THE COMMON STOCK IN YOUR PLAN ACCOUNT IS HELD IN THE
STRICTEST CONFIDENCE. No officer or employee of the Company has the right to
review your completed Plan instruction card indicating your voting preferences
and if you return your completed Plan instruction card to any officer or
employee of the Company, your votes cannot be counted. PLEASE VOTE, SIGN, DATE
AND PROMPTLY MAIL THE ENCLOSED BLUE PLAN INSTRUCTION CARD TO AMERICAN STOCK
TRANSFER & TRUST COMPANY ("ASTTC") IN THE ENVELOPE PROVIDED. If ASTTC does not
receive your completed Plan instruction card in a timely fashion, the Plan
Trustee, Fidelity Management Trust Company, will vote your shares in accordance
with the voting instructions that have been received from other Plan
participants.
If you held additional Common Stock of the Company as of March 5, 1996 in
certificate form, please check this package to make sure you have removed all of
the proxy cards sent to you. If you held additional Common Stock of the Company
as of March 5, 1996 through your bank or broker, you will receive additional
proxy cards for those shares from such bank or broker. In order for all of your
shares to be voted, you should complete and return promptly each proxy card that
you receive.
If you have any questions regarding this memorandum or the enclosures, please
call me at Extension 2409. Thank you for your prompt attention to this matter.
Enclosures
[LOGO OF AMGEN]
MEMORANDUM
TO: ALL EMPLOYEES HOLDING AMGEN INC. COMMON STOCK
THROUGH PARTICIPATION IN THE
AMGEN RETIREMENT AND SAVINGS PLAN FOR AMGEN MANUFACTURING, INC.
FROM: ARMECIA S. MEDLOCK
DATE: MARCH 28, 1996
SUBJ: AMGEN INC. - 1996 PROXY MATERIAL
Since you have allocated a portion of your Retirement and Savings Plan for Amgen
Manufacturing, Inc. (the "Plan") contributions toward purchasing shares of
Common Stock of Amgen Inc., you are entitled to vote on the proposals to be
presented at the 1996 Annual Stockholders' Meeting based on the number of shares
of the Company's Common Stock that were allocated to your Plan account as of
March 4, 1996 (and which can be found to the left of your name and address on
the enclosed green Plan proxy card).
YOUR VOTING WITH RESPECT TO THE COMMON STOCK IN YOUR PLAN ACCOUNT IS HELD IN THE
STRICTEST CONFIDENCE. No officer or employee of the Company has the right to
review your completed Plan proxy card indicating your voting preferences and if
you return your completed Plan proxy card to any officer or employee of the
Company, your votes cannot be counted. PLEASE VOTE, SIGN, DATE AND PROMPTLY MAIL
THE ENCLOSED GREEN PLAN PROXY CARD TO AMERICAN STOCK TRANSFER & TRUST COMPANY
("ASTTC") IN THE ENVELOPE PROVIDED. If ASTTC does not receive your completed
Plan proxy card in a timely fashion, the Plan Trustee, Banco Santander Puerto
Rico, will vote your shares in accordance with the voting instructions that have
been received from other Plan participants.
If you held additional Common Stock of the Company as of March 5, 1996 in
certificate form, please check this package to make sure you have removed all of
the proxy cards sent to you. If you held additional Common Stock of the Company
as of March 5, 1996 through your bank or broker, you will receive additional
proxy cards for those shares from such bank or broker. In order for all of your
shares to be voted, you should complete and return promptly each proxy card that
you receive.
If you have any questions regarding this memorandum or the enclosures, please
call me at (805) 447-2409. Thank you for your prompt attention to this matter.
Enclosures
Amgen [LOGO]
MEMORANDUM
TO: ALL THOUSAND OAKS-BASED EMPLOYEE
STOCKHOLDERS OF RECORD AS OF MARCH 5, 1996
FROM: ARMECIA S. MEDLOCK
DATE: MARCH 28, 1996
SUBJECT: AMGEN INC. - 1996 PROXY SOLICITATION MATERIAL
---------------------------------------------
The Company's Annual Stockholders' Meeting (the "Annual Meeting") will be held
this year on May 2, 1996. As a stockholder of record on March 5, 1996, the
record date for the Annual Meeting, you are entitled to vote on the proposals
included on the agenda for the Annual Meeting. We have included in this mailing
a return envelope, your white proxy card(s) representing those shares of Company
Common Stock held by you in certificate form; and, if applicable, your blue
proxy card representing those shares of Company Common Stock allocated to your
account in the Company's Retirement and Savings Plan and an accompanying
memorandum. We have excluded from this mailing the Company's 1995 Annual Report
and 1996 Proxy Statement (the "proxy solicitation material") because this year,
for the first time, you will be able to access this material on AmgenWeb. The
proxy solicitation material is located on AmgenWeb's home page under "Company
Wide Information".
After you have reviewed the proxy solicitation material, please promptly
complete, sign and date the enclosed white proxy card(s) and, if applicable, the
blue proxy card, and return it/them to American Stock Transfer and Trust Company
in the enclosed return envelope.
We hope that you will take advantage of this opportunity to access the proxy
solicitation material on AmgenWeb and, at the same time, assist the Company in
its VEP effort to reduce distribution and printing costs. If you have any
questions about accessing the proxy solicitation material, please contact the
Corporate Information Systems Service Center at Extension 4248. If you prefer
to receive the printed version of the proxy solicitation material, please
contact Beverly Alexander at Extension 6264.
If you have any questions regarding this memorandum, please call me at Extension
2409.
Thank you.
ASM:ba
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 2, 1996
Gordon M. Binder and George A. Vandeman, or either of them, each with the
power of substitution and revocation, hereby are authorized to represent the
undersigned, with all powers which the undersigned would possess if personally
present, to vote the shares of Amgen Inc. Common Stock of the undersigned at
the Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent
Beverly Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at
10:30 A.M., PDT, on Thursday, May 2, 1996, and at any postponements and
adjournments of that meeting, with all powers that the undersigned would
possess if personally present, upon and in respect of the following matters and
in accordance with the following instructions, with discretionary authority as
to any and all other business that may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. PLEASE MARK, SIGN AND
DATE THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X] Please mark your votes as in this example.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF THE NAMED NOMINEES AND FOR RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1996. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
1. To elect three directors to hold 2. To ratify the selection of Ernst
office until the 1999 Annual & Young LLP as independent
Meeting of Stockholders. auditors of the Company for the
year ending December 31, 1996.
[_] FOR all nominees listed below [_] FOR [_] AGAINST [_] ABSTAIN
(except as marked to the contrary
below). [_] Please indicate if a change of
address was given on the reverse
[_] WITHHOLD AUTHORITY to vote for side.
all nominees.
As of the date hereof, the undersigned
NOMINEES: William K. Bowes, Jr.; hereby acknowledges receipt of the
Judith C. Pelham; and Kevin W. Sharer. Notice of Annual Meeting of
Stockholders to be held May 2, 1996,
TO WITHHOLD AUTHORITY TO VOTE FOR the accompanying Proxy Statement and
ANY NOMINEE(S), WRITE SUCH the accompanying Annual Report of the
NOMINEE(S)' NAME(S) BELOW: Company for the year ended December 31,
1995.
- ----------------------------------
SIGNATURE _______________________________
- ----------------------------------
SIGNATURE _______________________________
DATED _____________, 1996
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
CONFIDENTIAL VOTING INSTRUCTIONS
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
INSTRUCTIONS SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 2, 1996
TO: FIDELITY MANAGEMENT TRUST COMPANY AS TRUSTEE UNDER THE AMGEN RETIREMENT AND
SAVINGS PLAN
I hereby instruct the Trustee to vote (in person or by proxy) all of the
shares of Amgen Inc. Common Stock which are credited to my account at the
Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at 10:30 A.M.,
PDT, on Thursday, May 2, 1996, and at any postponements and adjournments of that
meeting, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
business that may properly come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE. PLEASE MARK, SIGN AND DATE THE REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X]Please mark your votes as in this example.
THESE INSTRUCTIONS WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED,
WILL BE VOTED FOR THE ELECTION OF THE NAMED NOMINEES AND FOR RATIFICATION OF
THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE YEAR ENDING DECEMBER 31, 1996. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
1. To elect three directors to hold 2. To ratify the selection of Ernst
office until the 1999 Annual & Young LLP as independent
Meeting of Stockholders. auditors of the Company for the
year ending December 31, 1996.
[_] FOR all nominees listed below
(except as marked to the [_] FOR [_] AGAINST [_] ABSTAIN
contrary below).
[_] Please indicate if a change of
[_] WITHHOLD AUTHORITY to vote for address was given on the reverse
all nominees. side.
NOMINEES: William K. Bowes, Jr.; As of the date hereof, the undersigned
Judith C. Pelham; and Kevin W. hereby acknowledges receipt of the
Sharer. Notice of Annual Meeting of
Stockholders to be held May 2, 1996
TO WITHHOLD AUTHORITY TO VOTE FOR the accompanying Proxy Statement and
ANY NOMINEE(S), WRITE SUCH the accompanying Annual Report of the
NOMINEE(S)' NAME(S) BELOW: Company for the year ended December 31,
1995.
- ---------------------------------
SIGNATURE ____________________________
- ---------------------------------
SIGNATURE ____________________________
DATED _____________, 1996
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
CONFIDENTIAL VOTING INSTRUCTIONS
AMGEN INC.
AMGEN CENTER, 1840 DEHAVILLAND DRIVE, THOUSAND OAKS, CA 91320-1789
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAY 2, 1996
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. PLEASE MARK, SIGN AND
DATE THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
TO: BANCO SANTANDER PUERTO RICO AS TRUSTEE UNDER THE RETIREMENT AND SAVINGS
PLAN FOR AMGEN MANUFACTURING, INC.
I hereby instruct the Trustee to vote (in person or by proxy) all of the
shares of Amgen Inc. Common Stock which are credited to my account at the
Annual Meeting of Stockholders of Amgen Inc., to be held at the Regent Beverly
Wilshire, 9500 Wilshire Boulevard, Los Angeles, California 90212, at 10:30 A.M.,
PDT, on Thursday, May 2, 1996, and at any postponements and adjournments of that
meeting, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
business that may properly come before the meeting.
Change of Address:
-------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
[SEE REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
[X]Please mark your votes as in this example.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE ELECTION OF THE NAMED NOMINEES AND FOR RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1996. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ELECTION OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
1. To elect three directors to hold 2. To ratify the selection of Erns
office until the 1999 Annual & Young LLP as independent
Meeting of Stockholders. auditors of the Company for the
year ending December 31, 1996.
[_] FOR all nominees listed below
(except as marked to the [_] FOR [_] AGAINST [_] ABSTAIN
contrary below).
[_] Please indicate if a change of address
[_] WITHHOLD AUTHORITY to vote for was given on the reverse side.
all nominees.
As of the date hereof, the undersigned
NOMINEES: William K. Bowes, Jr.; hereby acknowledges receipt of the
Judith C. Pelham; and Kevin W. Notice of Annual Meeting of
Sharer. Stockholders to be held May 2, 1996,
the accompanying Proxy Statement and
TO WITHHOLD AUTHORITY TO VOTE FOR the accompanying Annual Report of the
ANY NOMINEE(S), WRITE SUCH Company for the year ended December 31,
NOMINEE(S)' NAME(S) BELOW: 1995.
- ---------------------------------- SIGNATURE ________________________________
- ---------------------------------- SIGNATURE ________________________________
DATED _____________, 1996
NOTE: Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership, please
sign in partnership name by authorized
person.
