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 14, 2015
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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on May 14, 2015. 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 2016 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 |
579,381,536 | 12,269,060 | 13,282,213 | 80,423,699 | ||||||||||
| Mr. Frank J. Biondi, Jr. |
543,233,686 | 47,602,425 | 2,142,699 | 80,423,698 | ||||||||||
| Mr. Robert A. Bradway |
565,777,480 | 23,406,241 | 3,795,085 | 80,423,701 | ||||||||||
| Mr. François de Carbonnel |
585,459,609 | 5,861,112 | 1,658,088 | 80,423,700 | ||||||||||
| Dr. Vance D. Coffman |
581,171,846 | 9,564,482 | 2,242,480 | 80,423,700 | ||||||||||
| Mr. Robert A. Eckert |
586,895,018 | 4,462,245 | 1,621,546 | 80,423,699 | ||||||||||
| Mr. Greg C. Garland |
582,645,003 | 8,720,908 | 1,612,898 | 80,423,700 | ||||||||||
| Dr. Rebecca M. Henderson |
585,762,683 | 5,637,933 | 1,578,193 | 80,423,700 | ||||||||||
| Mr. Frank C. Herringer |
581,456,333 | 9,896,171 | 1,626,306 | 80,423,699 | ||||||||||
| Dr. Tyler Jacks |
586,135,516 | 5,591,222 | 1,252,071 | 80,423,700 | ||||||||||
| Ms. Judith C. Pelham |
581,555,469 | 9,710,264 | 1,713,076 | 80,423,699 | ||||||||||
| Dr. Ronald D. Sugar |
581,764,080 | 9,253,327 | 1,961,404 | 80,423,698 | ||||||||||
| Dr. R. Sanders Williams |
586,134,776 | 5,233,911 | 1,610,123 | 80,423,699 | ||||||||||
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, 2015. No Broker Non-Votes resulted from the vote on this proposal.
| For: |
664,639,464 |
|||||||
| Against: |
7,013,010 |
|||||||
| Abstain: |
1,750,034 |
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
| For: |
574,873,839 |
|||||||
| Against: |
14,929,649 |
|||||||
| Abstain: |
3,175,320 |
|||||||
| Broker Non-Votes: |
80,423,701 |
2
Item 4 - Stockholder Proposal (Vote Tabulation)
The stockholder proposal relating to vote tabulation was not approved.
| For: |
34,285,440 |
|||||||
| Against: |
555,481,058 |
|||||||
| Abstain: |
3,212,319 |
|||||||
| Broker Non-Votes: |
80,423,699 |
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 14, 2015 |
3
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 14, 2015 |
||||
| By: |
/s/ David J. Scott | |||
| Name: |
David J. Scott | |||
| Title: |
Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit |
Document Description | |
| 99.1 | Press Release, dated May 14, 2015 | |
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 14, 2015) - Amgen (NASDAQ:AMGN) today announced voting results from the Company’s Annual Meeting of Stockholders, held in Westlake Village, Calif. Approximately 89 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, Greg C. Garland, Rebecca M. Henderson, Frank C. Herringer, Tyler Jacks, Judith C. Pelham, Ronald D. Sugar, and R. Sanders Williams were each re-elected to Amgen’s Board of Directors. Each director received at least 92 percent of the votes cast “For.” With the re-election of all of the director nominees, Amgen currently has 13 directors.
With approximately 99 percent of the votes cast “For,” stockholders ratified Ernst & Young LLP as Amgen’s independent registered public accountants for the year ending Dec. 31, 2015.
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 97 percent of the votes cast “For” the proposal.
The stockholder proposal regarding vote tabulation did not pass, receiving approximately 6 percent of the votes cast “For” the proposal.
About Amgen
Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the complexities of disease and understand the fundamentals of human biology.
Amgen focuses on areas of high unmet medical need and leverages its biologics manufacturing expertise to strive for solutions that improve health outcomes and dramatically improve people’s lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the world’s leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.
For more information, visit www.amgen.com and follow us on www.twitter.com/amgen.
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, 2014, 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) and difficulties or delays in manufacturing our products. In addition, sales of our products are affected by reimbursement policies imposed by third-party payers, 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 product 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 efforts to integrate the operations of companies we have acquired may not be successful. We may experience difficulties, delays or unexpected costs and not achieve anticipated benefits and savings from our recently announced restructuring plan. Our business performance could affect or limit the ability of the Amgen Inc. Board of Directors to declare a dividend or our ability to pay a dividend or repurchase our common stock.
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CONTACT: Amgen, Thousand Oaks
Cuyler Mayer, 805-447-6332 (media)
Arvind Sood, 805-447-1060 (investors)