UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 21, 2019
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)
Not Applicable
(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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value | AMGN | The NASDAQ Global Select Market |
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 21, 2019. 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 12 nominees for director were elected to serve aone-year term expiring at the Company’s 2020 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 | 454,806,146 | 1,042,775 | 1,521,000 | 92,311,761 | ||||
Mr. Robert A. Bradway | 434,709,584 | 17,679,520 | 4,980,817 | 92,311,761 | ||||
Dr. Brian J. Druker | 454,638,535 | 1,159,026 | 1,572,361 | 92,311,761 | ||||
Mr. Robert A. Eckert | 446,036,161 | 9,750,834 | 1,583,125 | 92,311,563 | ||||
Mr. Greg C. Garland | 438,192,636 | 17,573,215 | 1,603,806 | 92,312,026 | ||||
Mr. Fred Hassan | 451,550,347 | 4,210,825 | 1,608,599 | 92,311,911 | ||||
Dr. Rebecca M. Henderson | 454,742,698 | 1,132,209 | 1,498,414 | 92,308,361 | ||||
Mr. Charles M. Holley, Jr. | 454,377,748 | 1,366,712 | 1,625,937 | 92,311,286 | ||||
Dr. Tyler Jacks | 454,459,354 | 1,327,530 | 1,583,188 | 92,311,611 | ||||
Ms. Ellen J. Kullman | 451,114,136 | 4,752,212 | 1,516,591 | 92,298,743 | ||||
Dr. Ronald D. Sugar | 449,665,290 | 6,090,028 | 1,614,059 | 92,312,307 | ||||
Dr. R. Sanders Williams | 453,234,955 | 2,537,557 | 1,597,409 | 92,311,761 |
Item 2 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
For: | 425,056,230 | |
Against: | 29,468,700 | |
Abstain: | 2,844,992 | |
BrokerNon-Votes: | 92,311,760 |
Item 3 - 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, 2019. No BrokerNon-Votes resulted from the vote on this proposal.
For: | 528,869,016 | |
Against: | 18,874,776 | |
Abstain: | 1,937,891 |
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 21, 2019 | By: | /s/ Jonathan P. Graham | ||||
| Name: | Jonathan P. Graham | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||