UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 19, 2017
AMGEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37702 | 95-3540776 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Amgen Center Drive Thousand Oaks, California | 91320-1799 | |
| (Address of principal executive offices) | (Zip Code) |
805-447-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 19, 2017, the Company appointed Annette L. Such, Vice President, Finance and Chief Accounting Officer of Amgen Inc. (the “Company”), to serve as Vice President and Chief Audit Executive, effective upon the filing of the Company’s second quarter 2017 Form10-Q with the Securities and Exchange Commission (the “Form10-Q”). Therefore, upon the filing of such Form10-Q, Ms. Such will step down as the Company’s Chief Accounting Officer and will no longer serve as the Company’s principal accounting officer. In connection with this change, David W. Meline, the Company’s Executive Vice President and Chief Financial Officer, in addition to his other roles, will act as the Company’s principal accounting officer until such time as a new Chief Accounting Officer is appointed.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 19, 2017. 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 aone-year term expiring at the Company’s 2018 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 | 560,681,690 | 11,569,736 | 672,700 | 89,370,620 | ||||||||||||
Mr. Robert A. Bradway | 541,922,920 | 26,423,955 | 4,577,251 | 89,370,620 | ||||||||||||
Mr. François de Carbonnel | 567,773,043 | 4,434,846 | 716,237 | 89,370,620 | ||||||||||||
Mr. Robert A. Eckert | 565,820,644 | 5,552,346 | 1,551,136 | 89,370,620 | ||||||||||||
Mr. Greg C. Garland | 546,403,659 | 24,960,225 | 1,560,242 | 89,370,620 | ||||||||||||
Mr. Fred Hassan | 562,810,349 | 8,559,970 | 1,553,807 | 89,370,620 | ||||||||||||
Dr. Rebecca M. Henderson | 568,261,654 | 3,150,978 | 1,511,494 | 89,370,620 | ||||||||||||
Mr. Frank C. Herringer | 556,418,546 | 14,956,642 | 1,548,938 | 89,370,620 | ||||||||||||
Mr. Charles M. Holley, Jr. | 567,938,492 | 3,405,569 | 1,580,065 | 89,370,620 | ||||||||||||
Dr. Tyler Jacks | 568,154,332 | 3,250,126 | 1,519,668 | 89,370,620 | ||||||||||||
Ms. Ellen J. Kullman | 566,073,220 | 5,314,160 | 1,536,746 | 89,370,620 | ||||||||||||
Dr. Ronald D. Sugar | 562,496,610 | 8,872,392 | 1,555,124 | 89,370,620 | ||||||||||||
Dr. R. Sanders Williams | 567,467,447 | 3,915,414 | 1,541,265 | 89,370,620 | ||||||||||||
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, 2017. No BrokerNon-Votes resulted from the vote on this proposal.
For: | 647,680,187 | |||
Against: | 13,431,115 | |||
Abstain: | 1,183,444 |
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
For: | 544,333,658 | |||
Against: | 25,622,131 | |||
Abstain: | 2,968,337 | |||
BrokerNon-Votes: | 89,370,620 |
Item 4 - Advisory Vote on the Frequency of Future Stockholder Advisory Votes to Approve Executive Compensation
One year was selected for the advisory vote on the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation based upon the following votes:
One Year: | 521,101,391 | |||
Two Years: | 1,305,790 | |||
Three Years: | 49,371,187 | |||
Abstain: | 1,145,758 | |||
BrokerNon-Votes: | 89,370,620 |
Consistent with our Board of Directors’ recommendation in our 2017 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 5 – Stockholder Proposal to Adopt Majority Votes Cast Standard for Matters Presented by Stockholders
The stockholder proposal to adopt majority votes cast standard for matters presented by stockholders was not approved.
For: | 34,995,316 | |||
Against: | 532,630,625 | |||
Abstain: | 5,298,185 | |||
BrokerNon-Votes: | 89,370,620 |
No other matters were submitted for stockholder action.
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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, 2017 | ||||||
| By: | /s/ Jonathan P. Graham | |||||
| Name: | Jonathan P. Graham | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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