UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) | Election of Directors. |
On August 3, 2022, the Board of Directors (the “Board”) of Amgen Inc. (the “Company”) appointed Michael V. Drake as a director of the Company, effective immediately. Dr. Drake is the President of the University of California, having served in this position since August 2020. Prior to this, Dr. Drake was President of The Ohio State University from 2014 to June 2020. From 2005 to 2014, Dr. Drake was Chancellor of the University of California, Irvine and also a Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education).
Dr. Drake will serve as a member of the Board’s Corporate Responsibility and Compliance Committee and its Governance and Nominating Committee. Following the appointment of Dr. Drake, the Board will be composed of 13 directors, 12 of whom are independent.
There are no transactions between Dr. Drake (or any member of his immediate family) and the Company (or any of its subsidiaries) and there is no arrangement or understanding between Dr. Drake and any other persons or entities pursuant to which Dr. Drake was appointed as a director of the Company.
Upon the effective date of his appointment to the Board, Dr. Drake will be entitled to our standard director compensation, and, thus, will receive a pro-rated portion of the (i) annual retainer of $105,000 and (ii) committee member meeting retainers of $12,500 through December 31, 2022. Under our director equity program, non-employee directors receive an annual grant of fully vested restricted stock units with a grant date fair value of $210,000 (rounded down to the nearest whole number of shares of stock), measured by the closing market price of a share of Common Stock on the date of grant (the date of the annual meeting of stockholders). Accordingly, Dr. Drake will receive a pro-rated portion (9/12) of the annual grant of fully vested restricted stock units on the date that is two business days after the release of the Company’s 2022 second quarter earnings. In accordance with the Company’s policy, Dr. Drake will also be entitled to reimbursement of his expenses incurred in connection with attendance at Board and committee meetings and conferences with our senior management.
A copy of the press release announcing Dr. Drake’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Document Description | |
99.1 | Press release dated August 3, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMGEN INC. | ||||||
Date: August 3, 2022 | By: | /s/ Jonathan P. Graham | ||||
Name: | Jonathan P. Graham | |||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
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One Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone 805-447-1000 www.Amgen.com | |
News Release |
AMGEN APPOINTS MICHAEL V. DRAKE TO
BOARD OF DIRECTORS
THOUSAND OAKS, Calif., Aug. 3, 2022 Amgen (NASDAQ: AMGN) today announced the appointment of Michael V. Drake, M.D., to its Board of Directors, effective immediately. Dr. Drake will also serve as a member of the Boards Corporate Responsibility and Compliance Committee and its Governance and Nominating Committee. Following the appointment of Dr. Drake, the Board will be composed of 13 directors, 12 of whom are independent.
Dr. Drake is president of the University of California, a system of 10 campuses, five medical centers and three nationally affiliated labs that serves more than 280,000 students and employs 230,000 faculty and staff.
Michael is an accomplished physician and leader who heads one of the largest, most diverse and well-respected academic institutions in the world, said Robert A. Bradway, chairman and chief executive officer of Amgen. He will add tremendous value to Amgen given his extensive medical, scientific and leadership experience as we continue to drive innovation to address serious illness.
Dr. Drake previously served as president of The Ohio State University (OSU) from 2014 to 2020, a period during which the university saw all-time highs in applications, graduation rates, industry-sponsored research and academic preparation and diversity of in-coming classes. Prior to OSU, he served for nine years as chancellor of the University of California, Irvine and was UC Irvines systemwide vice president for health affairs from 2000 to 2005.
Dr. Drake received his undergraduate degree from Stanford University and his medical doctorate from the University of California, San Francisco.
AMGEN APPOINTS MICHAEL V. DRAKE TO BOARD OF DIRECTORS
Page 2
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 peoples lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the worlds leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.
Amgen is one of the 30 companies that comprise the Dow Jones Industrial Average and is also part of the Nasdaq-100 index. In 2021, Amgen was named one of the 25 Worlds Best Workplaces by Fortune and Great Place to Work and one of the 100 most sustainable companies in the world by Barrons.
For more information, visit www.amgen.com and follow us on www.twitter.com/amgen.
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CONTACT: Amgen, Thousand Oaks
Jessica Akopyan, 805-440-5721 (media)