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AMGN > SEC Filings for AMGN > Form 8-K on 23-May-2013All Recent SEC Filings

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Form 8-K for AMGEN INC


23-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


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

(e) As noted in Item 5.07 below, at the 2013 Annual Meeting of Stockholders of Amgen Inc. (the "Company"), held on May 22, 2013 (the "Annual Meeting"), the Company's stockholders approved the Amended and Restated 2009 Equity Incentive Plan (the "Plan") which, among other things, increased the number of shares of the Company's common stock, $.0001 par value per share, available for issuance under the Plan by 17,100,000 shares, from 87,180,107 shares to 104,280,107 shares (plus any shares granted under prior plan awards that are added back to the Plan's authorized pool pursuant to the replenishment provisions described in the Plan). In addition, the Plan provides for the following material changes:
(i) incorporate certain changes to the share counting provision of the Plan to provide that shares withheld to pay for tax obligations with respect to "full value" awards (or awards that are settled in shares, excluding stock options and stock appreciation rights) and repurchases of restricted shares will be available for issuance again under the Plan; (ii) require that dividends and dividend equivalents payable in connection with performance-based awards will only be paid to the extent that the performance-based vesting conditions are satisfied and the shares underlying such awards are earned and vest;
(iii) provide the administrator with discretion to allow for automatic exercises of certain "in-the-money" stock options and stock appreciation rights shortly prior to the expiration of their term; and (iv) eliminate certain performance criteria that may be used to award "performance-based compensation" under
Section 162(m) of the Internal Revenue Code.

A brief description of the material terms of the Plan, including the amendments, is set forth on pages 21 to 34 of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 8, 2013 (the "Proxy Statement") and is incorporated herein by reference. That summary and the foregoing description of the Plan are qualified in their entirety by reference to the text of the Plan, which was filed as Appendix C to the Proxy Statement and is incorporated herein by reference.



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

The Company held its Annual Meeting on May 22, 2013. 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 2014 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.



                                                                                             Broker Non-
Name                                     Votes For        Votes Against        Abstain          Votes
Dr. David Baltimore                      568,032,042          10,373,724       1,218,078       78,250,694
Mr. Frank J. Biondi, Jr.                 517,076,311          60,619,041       1,928,493       78,250,693
Mr. Robert A. Bradway                    555,200,407          18,510,101       5,913,339       78,250,691
Mr. François de Carbonnel                572,269,428           5,214,106       2,140,313       78,250,692
Dr. Vance D. Coffman                     565,040,702          13,308,712       1,274,428       78,250,696
Mr. Robert A. Eckert                     572,812,727           5,495,627       1,315,491       78,250,694
Dr. Rebecca M. Henderson                 573,542,668           4,890,627       1,190,554       78,250,689
Mr. Frank C. Herringer                   568,448,257           9,889,746       1,285,842       78,250,693
Dr. Tyler Jacks                          573,459,317           4,912,799       1,251,726       78,250,696
Dr. Gilbert S. Omenn                     568,825,812           9,534,924       1,263,109       78,250,694
Ms. Judith C. Pelham                     570,187,780           7,575,473       1,860,956       78,250,330
Mr. Leonard D. Schaeffer                 569,349,796           8,996,705       1,277,343       78,250,695
Dr. Ronald D. Sugar                      567,526,873          10,647,828       1,449,144       78,250,693


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, 2013. No Broker Non-Votes
resulted from the vote on this proposal.



                             For:        648,333,290
                             Against:    7,728,650
                             Abstain:    1,812,598

Item 3 - Advisory Vote to Approve Our Executive Compensation

The advisory vote to approve our executive compensation was approved.



                         For:            496,672,458
                         Against:        79,119,807
                         Abstain:        3,830,355

Broker Non-Votes: 78,251,918

Item 4 - Approval of Proposed Amended and Restated 2009 Equity Incentive Plan

The proposed Amended and Restated 2009 Equity Incentive Plan was approved.



                         For:            471,804,509
                         Against:        104,347,011
                         Abstain:        3,471,105

Broker Non-Votes: 78,251,914

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 22, 2013


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