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 19, 2016
AMGEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37702 | 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 19, 2016. 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 2017 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 | 572,667,041 | 11,816,532 | 873,734 | 82,748,533 | ||||||||||||||||
| Mr. Frank J. Biondi, Jr. | 570,371,594 | 14,049,140 | 936,573 | 82,748,533 | ||||||||||||||||
| Mr. Robert A. Bradway | 555,016,175 | 24,586,112 | 5,755,021 | 82,748,533 | ||||||||||||||||
| Mr. François de Carbonnel | 579,902,691 | 3,061,399 | 2,393,217 | 82,748,533 | ||||||||||||||||
| Mr. Robert A. Eckert | 581,028,352 | 3,375,561 | 953,394 | 82,748,533 | ||||||||||||||||
| Mr. Greg C. Garland | 571,930,824 | 12,467,261 | 959,222 | 82,748,533 | ||||||||||||||||
| Mr. Fred Hassan | 578,198,604 | 6,204,974 | 953,730 | 82,748,533 | ||||||||||||||||
| Dr. Rebecca M. Henderson | 580,191,699 | 2,899,140 | 2,266,468 | 82,748,533 | ||||||||||||||||
| Mr. Frank C. Herringer | 576,630,107 | 7,795,152 | 932,048 | 82,748,533 | ||||||||||||||||
| Dr. Tyler Jacks | 580,074,899 | 4,376,060 | 906,348 | 82,748,533 | ||||||||||||||||
| Ms. Judith C. Pelham | 574,790,440 | 9,751,026 | 815,841 | 82,748,533 | ||||||||||||||||
| Dr. Ronald D. Sugar | 575,822,411 | 8,639,800 | 895,096 | 82,748,533 | ||||||||||||||||
| Dr. R. Sanders Williams | 580,055,013 | 4,428,538 | 873,757 | 82,748,533 | ||||||||||||||||
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, 2016. No Broker Non-Votes resulted from the vote on this proposal.
| For: | 657,695,146 | |
| Against: | 8,974,699 | |
| Abstain: | 1,435,996 |
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
| For: | 565,511,840 | |
| Against: | 17,766,367 | |
| Abstain: | 2,079,101 | |
| Broker Non-Votes: | 82,748,533 |
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Item 4 – Stockholder Proposal
The stockholder proposal to change the voting standard applicable to non-binding proposals submitted by stockholders was not approved.
| For: | 38,258,319 | |
| Against: | 543,777,178 | |
| Abstain: | 3,321,811 | |
| Broker Non-Votes: | 82,748,533 |
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 19, 2016
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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 19, 2016 | ||||
| By: | /s/ Jonathan P. Graham | |||
| Name: | Jonathan P. Graham | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit No. |
Document Description | |
| 99.1 | Press Release, dated May 19, 2016 | |
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 19, 2016) - 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, Robert A. Eckert, Greg C. Garland, Fred Hassan, 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 approximately 96 percent or more of the votes cast “For.” Also at the meeting, retiring director Vance D. Coffman was recognized for his contributions while on the Board. With the re-election of all of the director nominees and Dr. Coffman’s retirement, Amgen currently has 13 directors.
With approximately 98 percent of the votes cast “For,” stockholders ratified Ernst & Young LLP as Amgen’s independent registered public accountants for the year ending Dec. 31, 2016.
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, 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 to change the voting standard applicable to non-binding proposals submitted by stockholders did not pass receiving approximately 7 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 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
AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF STOCKHOLDERS
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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 are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including our most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and Form 8-K. Unless otherwise noted, 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. Our results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments involving current and future products, sales growth of recently launched products, competition from other products including biosimilars, difficulties or delays in manufacturing our products and global economic conditions. In addition, sales of our products are affected by pricing pressure, political and public scrutiny and 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. 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. In addition, our business may be impacted by the adoption of new tax legislation or exposure to additional tax liabilities. 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, or we may fail to prevail in present and future intellectual property litigation. We perform a substantial amount of our commercial manufacturing activities at a few key facilities and also depend on third parties for a portion of our manufacturing activities, 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 many 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. The discovery of significant problems with a product similar to one of our products
AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF STOCKHOLDERS
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that implicate an entire class of products could have a material adverse effect on sales of the affected products and on our business and results of operations. Our efforts to acquire other companies or products and to integrate the operations of companies we have acquired may not be successful. We may not be able to access the capital and credit markets on terms that are favorable to us, or at all. We are increasingly dependent on information technology systems, infrastructure and data security. Our stock price is volatile and may be affected by a number of events. Our business performance could affect or limit the ability of our 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
Kristen Davis, 805-447-3008 (media)
Trish Hawkins, 805-447-5631 (media)
Arvind Sood, 805-447-1060 (investors)