UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 19, 2023. 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 2024 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. Wanda M. Austin |
394,173,521 | 3,600,031 | 713,436 | 64,052,659 | ||||
| Mr. Robert A. Bradway |
370,844,134 | 24,470,758 | 3,172,096 | 64,052,659 | ||||
| Dr. Michael V. Drake |
393,354,813 | 4,340,821 | 791,354 | 64,052,659 | ||||
| Dr. Brian J. Druker |
394,385,167 | 3,320,183 | 781,638 | 64,052,659 | ||||
| Mr. Robert A. Eckert |
366,786,098 | 30,895,580 | 805,310 | 64,052,659 | ||||
| Mr. Greg C. Garland |
348,891,130 | 48,785,661 | 810,197 | 64,052,659 | ||||
| Mr. Charles M. Holley, Jr. |
375,952,849 | 21,719,176 | 814,963 | 64,052,659 | ||||
| Dr. S. Omar Ishrak |
394,074,365 | 3,631,310 | 781,313 | 64,052,659 | ||||
| Dr. Tyler Jacks |
388,385,762 | 9,306,550 | 794,676 | 64,052,659 | ||||
| Ms. Ellen J. Kullman |
382,005,978 | 15,755,078 | 725,932 | 64,052,659 | ||||
| Ms. Amy E. Miles |
379,723,549 | 18,027,013 | 736,426 | 64,052,659 | ||||
| Dr. Ronald D. Sugar |
361,610,515 | 36,064,512 | 811,961 | 64,052,659 | ||||
| Dr. R. Sanders Williams |
380,631,476 | 17,063,281 | 792,231 | 64,052,659 |
Item 2 - Advisory Vote on the Frequency of Future Stockholder Advisory Votes to Approve Executive Compensation
One year was selected for the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation based upon the following votes:
| One Year: |
390,912,836 | |
| Two Years: |
888,684 | |
| Three Years: |
5,869,436 | |
| Abstain: |
816,032 | |
| Broker Non-Votes: |
64,052,659 |
Consistent with our Board of Directors’ recommendation in our 2023 Proxy Statement and the vote of our stockholders, our Board of Directors has determined that the stockholder advisory vote on executive compensation will occur on an annual basis (every “one year”).
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
| For: |
371,994,642 | |
| Against: |
23,910,086 | |
| Abstain: |
2,582,260 | |
| Broker Non-Votes: |
64,052,659 |
Item 4 - 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, 2023. No Broker Non-Votes resulted from the vote on this proposal.
| For: |
438,448,567 | |
| Against: |
23,252,562 | |
| Abstain: |
838,518 |
No other matters were submitted for stockholder action.
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, 2023 | By: | /s/ Jonathan P. Graham | ||||
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| Name: | Jonathan P. Graham | |||||
| Title: | Executive Vice President and General Counsel and Secretary | |||||