UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 22, 2013
AMGEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-12477 | 95-3540776 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Amgen Center Drive Thousand Oaks, California |
91320-1799 | |
| (Address of principal executive offices) | (Zip Code) |
805-447-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As noted in Item 5.07 below, at the 2013 Annual Meeting of Stockholders of Amgen Inc. (the “Company”), held on May 22, 2013 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated 2009 Equity Incentive Plan (the “Plan”) which, among other things, increased the number of shares of the Company’s common stock, $.0001 par value per share, available for issuance under the Plan by 17,100,000 shares, from 87,180,107 shares to 104,280,107 shares (plus any shares granted under prior plan awards that are added back to the Plan’s authorized pool pursuant to the replenishment provisions described in the Plan). In addition, the Plan provides for the following material changes: (i) incorporate certain changes to the share counting provision of the Plan to provide that shares withheld to pay for tax obligations with respect to “full value” awards (or awards that are settled in shares, excluding stock options and stock appreciation rights) and repurchases of restricted shares will be available for issuance again under the Plan; (ii) require that dividends and dividend equivalents payable in connection with performance-based awards will only be paid to the extent that the performance-based vesting conditions are satisfied and the shares underlying such awards are earned and vest; (iii) provide the administrator with discretion to allow for automatic exercises of certain “in-the-money” stock options and stock appreciation rights shortly prior to the expiration of their term; and (iv) eliminate certain performance criteria that may be used to award “performance-based compensation” under Section 162(m) of the Internal Revenue Code.
A brief description of the material terms of the Plan, including the amendments, is set forth on pages 21 to 34 of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 8, 2013 (the “Proxy Statement”) and is incorporated herein by reference. That summary and the foregoing description of the Plan are qualified in their entirety by reference to the text of the Plan, which was filed as Appendix C to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 22, 2013. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Item 1 - Election of Directors
Each of the following 13 nominees for director were elected to serve a one-year term expiring at the Company’s 2014 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.
| Name |
Votes For | Votes Against | Abstain | Broker Non- Votes |
||||||||||||
| Dr. David Baltimore |
568,032,042 | 10,373,724 | 1,218,078 | 78,250,694 | ||||||||||||
| Mr. Frank J. Biondi, Jr. |
517,076,311 | 60,619,041 | 1,928,493 | 78,250,693 | ||||||||||||
| Mr. Robert A. Bradway |
555,200,407 | 18,510,101 | 5,913,339 | 78,250,691 | ||||||||||||
| Mr. François de Carbonnel |
572,269,428 | 5,214,106 | 2,140,313 | 78,250,692 | ||||||||||||
| Dr. Vance D. Coffman |
565,040,702 | 13,308,712 | 1,274,428 | 78,250,696 | ||||||||||||
| Mr. Robert A. Eckert |
572,812,727 | 5,495,627 | 1,315,491 | 78,250,694 | ||||||||||||
| Dr. Rebecca M. Henderson |
573,542,668 | 4,890,627 | 1,190,554 | 78,250,689 | ||||||||||||
| Mr. Frank C. Herringer |
568,448,257 | 9,889,746 | 1,285,842 | 78,250,693 | ||||||||||||
| Dr. Tyler Jacks |
573,459,317 | 4,912,799 | 1,251,726 | 78,250,696 | ||||||||||||
| Dr. Gilbert S. Omenn |
568,825,812 | 9,534,924 | 1,263,109 | 78,250,694 | ||||||||||||
| Ms. Judith C. Pelham |
570,187,780 | 7,575,473 | 1,860,956 | 78,250,330 | ||||||||||||
| Mr. Leonard D. Schaeffer |
569,349,796 | 8,996,705 | 1,277,343 | 78,250,695 | ||||||||||||
| Dr. Ronald D. Sugar |
567,526,873 | 10,647,828 | 1,449,144 | 78,250,693 | ||||||||||||
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Item 2 - Ratification of Selection of Independent Registered Public Accountants
Ernst & Young LLP was ratified as the Company’s independent registered public accountants for the fiscal year ending December 31, 2013. No Broker Non-Votes resulted from the vote on this proposal.
| For: |
648,333,290 | |
| Against: |
7,728,650 | |
| Abstain: |
1,812,598 |
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
| For: |
496,672,458 | |
| Against: |
79,119,807 | |
| Abstain: |
3,830,355 | |
| Broker Non-Votes: 78,251,918 | ||
Item 4 – Approval of Proposed Amended and Restated 2009 Equity Incentive Plan
The proposed Amended and Restated 2009 Equity Incentive Plan was approved.
| For: |
471,804,509 | |
| Against: |
104,347,011 | |
| Abstain: |
3,471,105 | |
| Broker Non-Votes: 78,251,914 | ||
No other matters were submitted for stockholder action.
A copy of the press release announcing the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release, dated May 22, 2013 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMGEN INC. | ||||||
| Date: May 22, 2013 | ||||||
| By: | /s/ David J. Scott | |||||
| Name: | David J. Scott | |||||
| Title: | Senior Vice President, General Counsel and | |||||
| Secretary | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Document Description | |
| 99.1 | Press Release, dated May 22, 2013 | |
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Exhibit 99.1
|
|
One Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone 805-447-1000 www.Amgen.com |
News Release
AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL
MEETING OF STOCKHOLDERS
THOUSAND OAKS, Calif. (May 22, 2013) - Amgen (NASDAQ:AMGN) today announced voting results from the Company’s Annual Meeting of Stockholders, held in Westlake Village, Calif. Approximately 87.80 percent of outstanding shares were represented at the meeting.
The director nominees David Baltimore, Frank J. Biondi, Jr., Robert A. Bradway, François de Carbonnel, Vance D. Coffman, Robert A. Eckert, Rebecca M. Henderson, Frank C. Herringer, Tyler Jacks, Gilbert S. Omenn, Judith C. Pelham, Leonard D. Schaeffer and Ronald D. Sugar were each re-elected to Amgen’s Board of Directors. Each director received at least 89.51 percent of the votes cast “For.” J. Paul Reason (USN Retired) is retiring from the Board. With the re-election of all of the director nominees, and the retirement of Admiral Reason, Amgen currently has 13 directors.
With approximately 98.55 percent of the votes cast “For,” stockholders ratified Ernst & Young as Amgen’s independent registered public accountants for the year ending Dec. 31, 2013.
Stockholders approved, on an advisory basis, the named executive officer compensation, commonly known as “Say-on-Pay.” The non-binding proposal gives stockholders the opportunity to endorse or not endorse Amgen’s executive pay programs and policies. Say-on-Pay received approximately 85.69 percent of the votes cast “For” the proposal.
Stockholders approved the amendment and restatement of the Amgen Inc. 2009 Equity Incentive Plan (the “Amended Plan”). The Amended Plan increases the authorized number of shares of Common Stock issuable under the plan and satisfies stockholder approval requirements for performance-based awards under the Internal Revenue Code. The Amended Plan was approved with approximately 81.89 percent of votes cast “For.”
About Amgen
Amgen discovers, develops, manufactures and delivers innovative human therapeutics. A biotechnology pioneer since 1980, Amgen was one of the first companies to realize the new science’s promise by bringing safe, effective medicines from lab to manufacturing plant to patient. Amgen therapeutics have changed the practice of medicine, helping people around the world in the fight against serious illnesses. With a deep and broad pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically improve people’s lives. For more information, visit www.amgen.com and follow us on www.twitter.com/amgen.
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Forward-Looking Statements
This news release contains forward-looking statements that involve significant risks and uncertainties, including those discussed below and others that can be found in our Form 10-K for the year ended Dec. 31, 2012, and in any subsequent periodic reports on Form 10-Q and Form 8-K. Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual results may differ materially from those we project. The Company’s results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments (domestic or foreign) involving current and future products, sales growth of recently launched products, competition from other products (domestic or foreign), difficulties or delays in manufacturing our products. In addition, sales of our products are affected by reimbursement policies imposed by third-party payors, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment as well as U.S. legislation affecting pharmaceutical pricing and reimbursement. Government and others’ regulations and reimbursement policies may affect the development, usage and pricing of our products. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. We or others could identify safety, side effects or manufacturing problems with our products after they are on the market. Our business may be impacted by government investigations, litigation and products liability claims. If we fail to meet the compliance obligations in the corporate integrity agreement between us and the U.S. government, we could become subject to significant sanctions. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors. We depend on third parties for a significant portion of our manufacturing capacity for the supply of certain of our current and future products and limits on supply may constrain sales of certain of our current products and product candidate development. In addition, we compete with other companies with respect to some of our marketed products as well as for the discovery and development of new products. Discovery or identification of new product candidates cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate will be successful and become a commercial product. Further, some raw materials, medical devices and component parts for our products are supplied by sole third-party suppliers. Our business performance could affect or limit our ability to repurchase our common stock or the ability of the Amgen Inc. Board of Directors to declare a dividend.
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CONTACT: Amgen, Thousand Oaks
Ashleigh Koss, 805-313-6151 (media)
Arvind Sood, 805-447-1060 (investors)
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