Summary of AMGEN INC - Yahoo! Finance

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Ch

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 15, 2011, Amgen Inc. (the "Company") filed a Form 8-K announcing that Mr. Kevin W. Sharer, the Chairman of the Board and Chief Executive Officer of the Company, notified the Company of his plans to step down as Chief Executive Officer effective May 23, 2012. Mr. Sharer resigned as Chief Executive Officer effective May 23, 2012. Mr. Sharer has announced his intention to remain as Chairman of the Board and an employee of the Company until the end of 2012, at which time he intends to retire from the Board of Directors (the "Board) and the Company.

(c) On May 23, 2012, the Board of the Company appointed Mr. Robert A. Bradway, 49, to serve as the Company's President and Chief Executive Officer, replacing Mr. Sharer. Previously, Mr. Bradway served as the Company's President and Chief Operating Officer since May 2010. Mr. Bradway has served as a director of the Company since October 2011. Mr. Bradway joined the Company in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from April 2007 to May 2010. Prior to joining the Company, he was a Managing Director and Head of International Banking at Morgan Stanley in London since 2001 where he had responsibility for the firm's banking department and corporate finance activities in Europe and focused on healthcare. Mr. Bradway has been a director of Norfolk Southern Corporation, a transportation company, since July 2011, serving on its Audit and Finance Committees.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 15, 2011, the Board approved an amendment to the Company's Amended and Restated Bylaws of Amgen Inc. (the "Bylaws"), to be effective upon
(i) the requisite affirmative vote on the amendment to the Amgen Inc. Restated Certificate of Incorporation, as amended, by the Company's stockholders at the 2012 Annual Meeting of Stockholders and (ii) the filing of the Certificate of Amendment of Restated Certificate of Incorporation of Amgen Inc. with the Secretary of State of the State of Delaware by the Company.

The amendment to the Company's Restated Certificate of Incorporation was approved by a majority of outstanding shares entitled to vote on the matter at the Company's 2012 Annual Meeting of Stockholders (see Item 5.07 below) and the amendment to the Company's Bylaws will be effective upon the filing of the Certificate of Amendment of Restated Certificate of Incorporation of Amgen Inc. with the Secretary of State of the State of Delaware.

The amendment to the Company's Bylaws modifies Article III, Section 13 to enable stockholders to act by a consent in writing by stockholders as provided by, and subject to the limitations in, the Company's Restated Certificate of Incorporation.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2012 Annual Meeting of Stockholders on May 23, 2012. 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 14 nominees for director were elected to serve a one-year
term expiring at the Company's 2013 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         592,738,380       5,325,693   1,016,958    83,374,675
   Mr. Frank J. Biondi, Jr.    550,853,782      47,104,402   1,122,847    83,374,675
   Mr. Robert A. Bradway       594,855,380       3,153,346   1,072,305    83,374,675
   Mr. François de Carbonnel   594,904,797       2,809,872   1,366,362    83,374,675
   Dr. Vance D. Coffman        583,715,625      14,289,662   1,075,744    83,374,675
   Dr. Rebecca M. Henderson    595,496,648       2,526,790   1,057,592    83,374,675
   Mr. Frank C. Herringer      554,220,493      43,758,590   1,101,948    83,374,675
   Dr. Tyler Jacks             595,665,936       2,346,592   1,068,502    83,374,675
   Dr. Gilbert S. Omenn        592,455,477       5,538,133   1,087,421    83,374,675
   Ms. Judith C. Pelham        592,536,201       5,470,920   1,073,909    83,374,675
   Admiral J. Paul Reason,
   USN (Retired)               553,974,279      43,997,667   1,109,084    83,374,675
   Mr. Leonard D. Schaeffer    554,671,492      43,292,246   1,117,292    83,374,675
   Mr. Kevin W. Sharer         583,293,788      14,785,108   1,002,134    83,374,675
   Dr. Ronald D. Sugar         552,604,048      45,300,971   1,176,011    83,374,675

On May 23, 2012, the Board appointed Dr. Jacks, a newly elected director, to serve on the Corporate Responsibility and Compliance Committee.

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, 2012. No Broker Non-Votes
resulted from the vote on this proposal.



For:       675,375,512
Against:   5,707,820
Abstain:   1,372,373

Item 3 - Advisory Vote to Approve Our Executive Compensation

The advisory vote to approve our executive compensation was approved.



For:                522,121,442
Against:            68,448,304
Abstain:            8,511,284
Broker Non-Votes:   83,374,675

Item 4 - Approval of Amendment to Our Restated Certificate of Incorporation to
Authorize Stockholder Action by Written Consent

The amendment to our Restated Certificate of Incorporation to authorize
stockholder action by written consent was approved.



For:                        547,610,266
Against:                     48,233,361
Abstain:                      3,237,403
Broker Non-Votes:            83,374,675

Item 5 - Stockholder Proposals

Stockholder Proposal #1

The stockholder proposal relating to an independent Chairman of the Board was
not approved.



For:                        249,686,984
Against:                    347,080,465
Abstain:                      2,313,582
Broker Non-Votes:            83,374,675

Stockholder Proposal #2

The stockholder proposal relating to transparency in animal use was not
approved.



For:                         30,710,829
Against:                    406,466,548
Abstain:                    161,903,654
Broker Non-Votes:            83,374,675

Stockholder Proposal #3

The stockholder proposal relating to a request for disclosure of lobbying
policies and practices was not approved.



For:                        115,810,933
Against:                    349,634,477
Abstain:                    133,635,620
Broker Non-Votes:            83,374,675

Stockholder Proposal #4

The stockholder proposal relating to the CEO to serve on a maximum of one other
board was not approved.



For:                         21,956,511
Against:                    573,721,006
Abstain:                      3,403,513
Broker Non-Votes:            83,374,675

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.