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AMGN > SEC Filings for AMGN > Form 8-K on 6-Mar-2013All Recent SEC Filings

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Form 8-K for AMGEN INC


6-Mar-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements a


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

(a) On March 6, 2013, the Board of Directors (the "Board") of Amgen Inc. (the "Company") approved and adopted the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective upon its adoption by the Board on March 6, 2013 and clarifies the roles and responsibilities of the Company's Lead Director. Article III, Section 14(a) was amended to enable the Lead Director to preside over meetings of stockholders when the Chairman of the Board is absent, Article IV, Section 24 was amended to enable the Lead Director to preside over meetings of the Board when the Chairman of the Board is absent and Article V,
Section 26(c) was amended to clarify that the Lead Director shall exercise the powers of the Chairman of the Board provided in Section 26(b) when the Chairman of the Board is absent.

This amendment and restatement of the Bylaws also consolidates into one document the amendments described above, along with all prior amendments to the Bylaws previously disclosed by the Company since the prior restatement including the amendment to Article III, Section 13 to permit stockholder action without a meeting, as approved by the Company's stockholders on May 23, 2012.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated March 6, 2013, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated Bylaws of Amgen Inc. (as Amended and Restated March 6, 2013)


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