UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Rule 14a-6(e)(2))
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[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Amgen Inc.
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(Name of Registrant as Specified In Its Charter)
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Notes:
Kevin W. Sharer
Chairman of the
Board, Chief
Executive Officer and
President
[LOGO OF AMGEN INC.]
Amgen Inc.
One Amgen Center
Drive
Thousand Oaks, CA
91320
April 4, 2001
DEAR STOCKHOLDER:
You are invited to attend the Annual Meeting of Stockholders of Amgen Inc.
to be held on Thursday, May 17, 2001, at 10:30 A.M., Pacific Time, at the
Beverly Hilton Hotel, 9876 Wilshire Boulevard, Los Angeles, California 90210.
At this year's meeting you will be asked to elect three directors and ratify
the selection of the Company's independent auditors. The accompanying Notice of
Meeting and Proxy Statement describe these proposals. We urge you to read this
information carefully.
Your Board of Directors unanimously believes that election of its nominees
for directors and ratification of its selection of independent auditors are in
the best interests of Amgen and its stockholders, and, accordingly, recommends
a vote FOR election of the nominees for director and FOR proposal 2.
In addition to the formal business to be transacted, management will make a
presentation on developments of the past year and respond to comments and
questions of general interest to stockholders.
I personally look forward to greeting those Amgen stockholders able to
attend the meeting. If you plan to attend the Annual Meeting, please complete
and return the postage paid reply card enclosed with the Proxy Statement. We
will send you an admittance ticket to the Annual Meeting and a map with
directions to the Beverly Hilton Hotel.
It is important that your shares be represented and voted whether or not you
plan to attend the Annual Meeting in person. You may vote on the Internet, by
telephone or by completing and mailing the enclosed proxy card. Voting over the
Internet, by phone or by written proxy will ensure your shares are represented
at the Annual Meeting. Please review the instructions on the proxy card or the
information forwarded by your bank, broker or other holder of record regarding
each of these voting options.
Thank you.
Sincerely,
/s/ Kevin W. Sharer
Kevin W. Sharer
Chairman of the Board,
Chief Executive Officer and
President
AMGEN INC.
One Amgen Center Drive
Thousand Oaks, California 91320
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2001
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TO THE STOCKHOLDERS OF AMGEN INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amgen
Inc., a Delaware corporation (the "Company"), will be held on Thursday, May 17,
2001, at 10:30 A.M., Pacific Time, at the Beverly Hilton Hotel, 9876 Wilshire
Boulevard, Los Angeles, California 90210, for the following purposes:
1. To elect three directors to a three-year term of office expiring at the
2004 Annual Meeting of Stockholders;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for the year ending December 31, 2001; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 20, 2001, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any continuation, postponement or
adjournment thereof.
By Order of the Board of Directors
/s/ Steven M. Odre
Steven M. Odre
Secretary
Thousand Oaks, California
April 4, 2001
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE SUBMIT A
PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE ANNUAL
MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON
VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION
FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE
VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN
FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.
AMGEN INC.
One Amgen Center Drive
Thousand Oaks, California 91320
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PROXY STATEMENT
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INFORMATION CONCERNING VOTING AND SOLICITATION
General
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board of Directors" or the "Board") of Amgen Inc., a Delaware corporation
(the "Company" or "Amgen"), for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Thursday, May 17, 2001, at 10:30 A.M. Pacific
Time, or at any continuation, postponement or adjournment thereof, for the
purposes discussed in this proxy statement and in the accompanying Notice of
Annual Meeting and any business properly brought before the Annual Meeting.
Proxies are solicited to give all stockholders of record an opportunity to
vote on matters properly presented at the Annual Meeting. The Company intends
to mail this proxy statement and accompanying proxy card on or about April 4,
2001 to all stockholders entitled to vote at the Annual Meeting. The Annual
Meeting will be held at the Beverly Hilton Hotel, 9876 Wilshire Boulevard, Los
Angeles, California 90210.
Who Can Vote
You are entitled to vote if you were a stockholder of record of Amgen
common stock (the "Common Stock") as of the close of business on March 20,
2001. Your shares can be voted at the Annual Meeting only if you are present
in person or represented by a valid proxy.
Shares Outstanding and Quorum
At the close of business on March 20, 2001, there were outstanding and
entitled to vote 1,045,276,881 shares of Common Stock. A majority of the
outstanding shares of Common Stock, represented in person or by proxy, will
constitute a quorum at the Annual Meeting.
Proxy Card and Revocation of Proxy
If you sign the proxy card but do not specify how you want your shares to
be voted, your shares will be voted by the proxy holders named in the enclosed
proxy in favor of the election of all of the director nominees and in favor of
ratification of the selection of Ernst & Young LLP as the independent auditors
for the year ending December 31, 2001. In their discretion, the proxy holders
named in the enclosed proxy are authorized to vote on any other matters that
may properly come before the Annual Meeting and at any continuation,
postponement or adjournment thereof. The Board of Directors knows of no other
business that will be presented for consideration at the Annual Meeting. In
addition, since no stockholder proposals or nominations were received on a
timely basis, no such matters may be brought at the Annual Meeting.
If you vote by proxy, you may revoke that proxy at any time before it is
voted at the Annual Meeting. You can revoke your proxy by sending to the
Secretary a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting in person and voting in person.
Attendance at the meeting will not, by itself, revoke a proxy.
Voting of Shares
Stockholders of record on March 20, 2001 are entitled to one vote for each
share of Common Stock held on all matters to be voted upon at the meeting. You
may vote on the Internet, by telephone or by completing and mailing the
enclosed proxy card. All shares entitled to vote and represented by properly
executed proxies received before the polls are closed at the Annual Meeting,
and not revoked or superseded, will be voted at the Annual Meeting in
accordance with the instructions indicated on those proxies. YOUR VOTE IS
IMPORTANT.
1
Counting of Votes
All votes will be tabulated by the inspector of election appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
and abstentions. Shares represented by proxies that reflect abstentions as to
a particular proposal will be counted as present and entitled to vote for
purposes of determining a quorum. An abstention is counted as a vote against
that proposal. Shares represented by proxies that reflect a broker "non-vote"
will be counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" will be treated as unvoted for purposes of
determining approval of a proposal and will not be counted as "for" or
"against" that proposal. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because
the nominee does not have discretionary authority or does not have
instructions for the beneficial owner.
Solicitation of Proxies
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly and mailing of this proxy statement, the proxy and any
additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding shares of the Common Stock in their names that are
beneficially owned by others to forward to these beneficial owners. The
Company may reimburse persons representing beneficial owners for their costs
of forwarding the solicitation material to the beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services. In addition, the Company has
retained Georgeson Shareholder Communications Inc. to assist in the
solicitation of proxies for a fee of approximately $8,000, plus reasonable
out-of-pocket expenses. The Company may also be assisted in the solicitation
of proxies by Batchelder & Partners, Inc. The Company has previously engaged
Batchelder & Partners, Inc. to provide general corporate advisory services,
and no additional fee will be paid for the solicitation of proxies.
2
PROPOSAL 1
ELECTION OF DIRECTORS
Under the Company's Restated Certificate of Incorporation, as amended (the
"Restated Certificate") and the Company's Amended and Restated Bylaws (the
"Bylaws"), the Board of Directors is divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board
may be filled only by persons elected by a majority of the remaining
directors. A director elected by the Board to fill a vacancy (including a
vacancy created by an increase in the size of the Board of Directors) will
serve for the remainder of the full term of the class of directors in which
the vacancy occurred and until such director's successor is elected and
qualified, or until such director's earlier death, resignation or removal.
Directors are elected by a plurality of the votes, which means the three
nominees who receive the largest number of properly cast votes will be elected
as directors. Each share of Common Stock is entitled to one vote for each of
the three director nominees. Cumulative voting is not permitted. It is the
intention of the proxy holders named in the enclosed proxy to vote the proxies
received by them for the election of the nominees named below unless
authorization to do so is withheld. If any nominee should become unavailable
for election prior to the Annual Meeting, an event which currently is not
anticipated by the Board, the proxies will be voted for the election of a
substitute nominee or nominees proposed by the Board of Directors. Each person
nominated for election has agreed to serve if elected and management has no
reason to believe that any nominee will be unable to serve.
The terms of office of Mr. Jerry D. Choate, Mr. Steven Lazarus and Dr.
Gilbert S. Omenn expire in 2001 and all are nominees for election to the
Board. Each of the nominees would serve until his successor is elected and
qualified, or until such director's earlier death, resignation or removal. If
elected at the Annual Meeting, Messrs. Choate and Lazarus and Dr. Omenn would
each serve until the 2004 Annual Meeting.
Set forth below is biographical information for each person nominated and
for each person whose term of office as a director will continue after the
Annual Meeting.
Nominees for Election for a Three Year Term Expiring at the 2004 Annual
Meeting
JERRY D. CHOATE
Mr. Jerry D. Choate, age 62, has served as a director of the Company since
August 1998. In January 1999, Mr. Choate retired as Chairman of the Board and
Chief Executive Officer of The Allstate Corporation ("Allstate"), an insurance
company holding company, where he had held such positions since January 1995.
Prior to becoming Chairman of Allstate in January 1995, Mr. Choate served as
President and Chief Executive Officer of Allstate from August 1994 to January
1995; and had previously held various management positions at Allstate since
1962. Mr. Choate also serves as a director of Valero Energy Corporation and
serves on the Board of Trustees for the Van Kampen Mutual Funds.
STEVEN LAZARUS
Mr. Steven Lazarus, age 69, has served as a director of the Company since
May 1987. Since July 1994, he has been the managing general partner of ARCH
Venture Partners, L.P., an early stage venture capital partnership. He was
President and Chief Executive Officer of the Argonne National Laboratory/The
University of Chicago Development Corporation and was also associate dean at
the Graduate School of Business, the University of Chicago, from October 1986
to July 1994. Mr. Lazarus also serves as a director of First Consulting Group
Inc., National Venture Capital Association and New Era of Networks Inc.
3
GILBERT S. OMENN
Dr. Gilbert S. Omenn, age 59, has served as a director of the Company since
January 1987. He has been the Executive Vice President for Medical Affairs at
the University of Michigan and Chief Executive Officer of the University of
Michigan Health System and Professor of Internal Medicine, Human Genetics and
Public Health since September 1997. Previously, Dr. Omenn was the Dean of the
School of Public Health and Community Medicine at the University of Washington
from July 1982 to September 1997. Dr. Omenn also is a director of Rohm & Haas
Co.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE
Directors Continuing in Office Until the 2002 Annual Meeting
DAVID BALTIMORE
Dr. David Baltimore, age 63, has served as a director of the Company since
June 1999. He has been the President of the California Institute of Technology
since October 1997 and has been the Chairman of the National Institutes for
Health AIDS Vaccine Research Committee since December 1996. Previously, Dr.
Baltimore had been an Institute Professor at the Massachusetts Institute of
Technology ("MIT") from July 1995 to October 1997, and the Ivan R. Cottrell
Professor of Molecular Biology and Immunology at MIT from July 1994 to October
1997. Dr. Baltimore also serves as a director of BB Biotech, AG, a Swiss
investment company. In 1975, Dr. Baltimore was the co-recipient of the Nobel
Prize in Medicine.
WILLIAM K. BOWES, JR.
Mr. William K. Bowes, Jr., age 74, has served as a director of the Company
since April 1980. He has been a general partner of U.S. Venture Partners, a
venture capital investment firm, since July 1981. Mr. Bowes also serves as a
director of Applied Micro-Circuits Corp., Lynx Therapeutics, Inc., Xoma Ltd.
and one privately held U.S. Venture Partners portfolio company.
JUDITH C. PELHAM
Ms. Judith C. Pelham, age 55, has served as a director of the Company since
May 1995. She has been President and CEO of Trinity Health, a national system
of healthcare facilities, including hospitals, long-term care, home care,
psychiatric care, residences for the elderly and ambulatory care, and the
third largest Catholic healthcare system in the U.S., since May 2000.
Previously, Ms. Pelham was the President and Chief Executive Officer of Mercy
Health Services, a system of hospitals, home care, long term care, ambulatory
services and managed care established to carry out the health ministry
sponsored by the Sisters of Mercy Regional Community of Detroit, from January
1993 to April 2000. From 1987 to 1992, Ms. Pelham was President and Chief
Executive Officer of Daughters of Charity Health Services, Austin, Texas, a
network of hospitals, home care and ambulatory services serving central Texas.
KEVIN W. SHARER
Mr. Kevin W. Sharer, age 53, has served as a director of the Company since
November 1992. He became Chief Executive Officer and President in May 2000 and
Chairman of the Board in January 2001, having served as President and Chief
Operating Officer of the Company since October 1992. Prior to joining the
Company, Mr. Sharer served as President of the Business Markets Division of
MCI Communications Corporation, a telecommunications company, from April 1989
to October 1992 and served in numerous executive capacities at General
Electric Company from February 1984 to March 1989. Mr. Sharer also serves as a
director of Unocal Corporation.
4
Directors Continuing in Office Until the 2003 Annual Meeting
FREDERICK W. GLUCK
Mr. Frederick W. Gluck, age 65, has served as a director of the Company
since February 1998. Mr. Gluck is currently a consultant to McKinsey &
Company, Inc. ("McKinsey"), a consulting firm. Mr. Gluck joined Bechtel Group,
Inc., an engineering, construction and project management company, in February
1995, and served as Vice Chairman and Director from January 1996 to July 1998.
Mr. Gluck joined McKinsey in 1967, serving as Managing Director from 1988 to
1994, and retired from that firm in February 1995. Mr. Gluck is currently a
director of Columbia/HCA Healthcare Corporation, Crossworlds Software, Inc.,
Thinking Tools, Inc., Scient Corporation, the New York and Presbyterian
Hospital, and serves on an advisory council for Russell Reynolds Associates,
Inc.
FRANKLIN P. JOHNSON, JR.
Mr. Franklin P. Johnson, Jr., age 72, has served as a director of the
Company since October 1980. He is the general partner of Asset Management
Partners, a venture capital limited partnership. Mr. Johnson serves as the
Vice President, Chief Financial Officer and Secretary of Indo Pacific
Investment Company, a privately held investment company. Mr. Johnson has been
a private venture capital investor for more than five years. He is also a
director of Applied MicroCircuits Corporation, IDEC Pharmaceuticals Corp. and
several private companies.
J. PAUL REASON
Admiral J. Paul Reason, USN (Retired), age 60, has served as a director of
the Company since January 2001. Since July 2000, he has been the President and
Chief Operating Officer of Metro Machine Corporation, a privately held ship
repair company. He was a Four Star Admiral and Commander In Chief of the U.S.
Atlantic Fleet of the U.S. Navy from December 1996 to September 1999. He
served as Deputy Chief of Naval Operations from August 1994 to November 1996,
and served in numerous capacities, both at sea and ashore, in the U.S. Navy
from June 1965 to July 1994.
DONALD B. RICE
Dr. Donald B. Rice, age 61, has served as a director of the Company since
October 2000. Dr. Rice has been President, Chief Executive Officer and
director of UroGenesys Inc., a biotechnology company, since its founding in
late 1996. From March 1993 until August 1996, Dr. Rice was President and Chief
Operating Officer and a director of Teledyne, Inc., a diversified technology-
based manufacturing company with major segments in specialty metals and
aerospace. He is also Chairman of the Board of Scios Inc., and a director of
Wells Fargo & Company, Unocal Corporation, and Vulcan Materials Company.
Board Committees and Meetings
The Board of Directors, which held six meetings during the year ended
December 31, 2000, has an Audit Committee, a Compensation Committee, an
Executive Committee, a New Hire Stock Option Committee, a Nominating Committee
and a Strategy Committee.
The Audit Committee recommends the engagement of the Company's independent
auditors and approves the services performed by such auditors, including the
review and evaluation of the Company's accounting system and its system of
internal controls in connection with the Company's annual audit. The Board of
Directors has adopted a written charter for the Audit Committee which is
included in this proxy statement as Appendix I. The Audit Committee carries
out its responsibilities in accordance with the terms of its charter. The
Audit Committee has also considered whether the provision of other non-audit
services to the Company by its independent auditors is compatible with
maintaining that firm's independence. The Company's independent auditors did
not provide any information technology services to the Company in 2000. During
the year ended December 31, 2000, the Audit Committee met four times. Mr.
Bowes served as Chairman, and Dr. Omenn and
5
Ms. Pelham served as members of the Audit Committee. Each of these directors
is independent, as defined by the National Association of Securities Dealers
("NASD") and meets the applicable NASD requirements for financial literacy and
financial expertise.
The Compensation Committee sets guidelines for the administration of all
salaries within the Company, approves recommendations for officers' salaries,
administers incentive compensation and awards stock options to employees,
officers and consultants under the Company's stock option plans and otherwise
determines compensation levels. During the year ended December 31, 2000, the
Compensation Committee met six times. Mr. Johnson served as Chairman, and
Messrs. Choate, Gluck and Lazarus served as members of the Compensation
Committee.
The Executive Committee may exercise, when the Board of Directors is not in
session, all powers of the Board of Directors in the management of the
business and affairs of the Company to the extent permitted by law, the Bylaws
and as specifically granted by the Board of Directors. During the year ended
December 31, 2000, the Executive Committee met two times. Mr. Gordon M. Binder
served as Chairman, and Messrs. Bowes, Johnson and Sharer served as members of
the Executive Committee.
The New Hire Stock Option Committee principally grants stock options to
non-officer employees upon commencement of employment with the Company and its
subsidiaries in accordance with the guidelines established by the Compensation
Committee. During the year ended December 31, 2000, the New Hire Stock Option
Committee did not meet, but did take action by written consent. Until his
retirement in May 2000, Mr. Binder served as the sole member of the New Hire
Stock Option Committee and Mr. Sharer served as an alternate member to act in
the absence of Mr. Binder. Subsequent to May 2000, Mr. Sharer has served as
the sole member of the New Hire Stock Option Committee.
The Nominating Committee interviews, evaluates, nominates and recommends
individuals for membership on the Company's Board of Directors and committees
thereof and nominates specific individuals to be elected as officers of the
Company by the Board of Directors. During the year ended December 31, 2000,
the Nominating Committee met one time. Mr. Bowes served as Chairman, and Mr.
Johnson and Dr. Omenn served as members of the Nominating Committee. The
Nominating Committee will consider nominees for directors nominated by
stockholders upon submission in writing to the Secretary of the Company of the
names of such nominees in accordance with the Company's Bylaws.
The Strategy Committee meets with management of the Company to review
research strategies and proposals for collaborations and licensing of
technology. During the year ended December 31, 2000, the Strategy Committee
met three times. Mr. Lazarus served as Chairman, and Messrs. Choate and Gluck,
Drs. Baltimore and Omenn, and Ms. Pelham served as members of the Strategy
Committee.
During the year ended December 31, 2000, all of the directors attended at
least 75% of the total number of meetings of the Board of Directors and
committees on which they served, except for Dr. Baltimore.
6
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2001, and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company's financial statements since the Company's inception in
1980. Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Bylaws or otherwise.
However, the Board is submitting the selection of Ernst & Young LLP to the
stockholders for ratification as a matter of corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether
or not to retain that firm. Even if the selection is ratified, the Board in
its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such
a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2
7
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Common Stock
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 15, 2001, by: (i) each
director; (ii) each person who served as the Company's Chief Executive Officer
during the year ended December 31, 2000, and each of its four most highly
compensated other executive officers (collectively the "Named Executive
Officers") for the year ended December 31, 2000, and (iii) all directors,
Named Executive Officers and executive officers of the Company as a group. To
the Company's knowledge, there were no holders beneficially owning more than
5% of the Common Stock as of February 15, 2001.
Common Stock
Beneficially
Owned(/1/)(/2/)
-------------------
Number Percent
Beneficial Owner of Shares of Total
- ---------------- ---------- --------
David Baltimore............................................ 76,000 *
William K. Bowes, Jr.(/3/)................................. 8,767,200 *
Jerry D. Choate............................................ 92,000 *
Frederick W. Gluck......................................... 62,000 *
Franklin P. Johnson, Jr.(/4/).............................. 2,981,600 *
Steven Lazarus............................................. 323,343 *
Gilbert S. Omenn(/5/)...................................... 324,239 *
Judith C. Pelham........................................... 115,200 *
J. Paul Reason............................................. 50 *
Donald B. Rice............................................. 4,000 *
Kevin W. Sharer............................................ 134,225 *
Dennis M. Fenton........................................... 590,504 *
George Morstyn............................................. 172,899 *
Kathryn E. Falberg......................................... 28,009 *
Steven M. Odre(/6/)........................................ 303,283 *
Gordon M. Binder........................................... 1,928,740 *
All directors, Named Executive Officers and executive
officers as a group (21 persons)(/3/)(/4/)(/5/)(/6/)...... 16,473,917 1.6%
- --------
* Less than 1%
(1) Information in this table regarding directors, Named Executive Officers
and executive officers is based on information provided by them. Unless
otherwise indicated in the footnotes and subject to community property
laws where applicable, each of the directors, Named Executive Officers and
executive officers has sole voting and/or investment power with respect to
such shares, except for Mr. Sharer and Drs. Fenton and Morstyn who have
shared voting and/or investment power with their spouses through their
respective trusts.
(2) Includes shares which the individuals shown have the right to acquire on
February 15, 2001, or within 60 days thereafter, pursuant to outstanding
stock options, as follows: Dr. Baltimore--76,000 shares; Mr. Bowes--
161,200 shares; Mr. Choate--92,000 shares; Mr. Gluck--62,000 shares; Mr.
Johnson-- 161,200 shares; Mr. Lazarus--161,200 shares; Dr. Omenn--161,200
shares; Ms. Pelham--111,200 shares; Mr. Sharer--84,446 shares; Dr.
Fenton--399,572 shares; Dr. Morstyn--157,236 shares; Ms. Falberg--
19,778 shares; Mr. Odre--250,672 shares; Mr. Binder--1,268,956 shares; and
all directors, Named Executive Officers and executive officers as a
group--3,696,787 shares. Such shares are deemed to be outstanding in
calculating the percentage ownership of such individual (and the group),
but are not deemed to be outstanding as to any other person.
(3) Excludes 609,600 shares held by Mr. Bowes' wife; Mr. Bowes disclaims
beneficial ownership of such shares.
8
(4) Includes 1,635,000 shares held by Asset Management Partners, a venture
capital limited partnership, of which Mr. Johnson is the general partner.
As the general partner, Mr. Johnson may be deemed to have voting and
investment power as to all of these shares, and therefore may be deemed to
be a beneficial owner of such shares. Excludes 895,400 shares held by Mr.
Johnson's wife; Mr. Johnson disclaims beneficial ownership of such shares.
(5) Includes 5,250 shares held by one of Dr. Omenn's children.
(6) Excludes 4,852 shares held in the charitable remainder trust of Mr. Odre;
Mr. Odre disclaims beneficial ownership of such shares.
Contractual Contingent Payment Rights
In 1993, the Company exercised its option to purchase the Class A and Class
B limited partnership interests of Amgen Clinical Partners, L.P. (the
"Partnership"), a limited partnership previously formed to develop and
commercialize products from certain technologies for human pharmaceutical use
in the United States. As a result of the Company exercising such option, each
holder of a limited partnership interest in the Partnership acquired
contractual contingent payment rights based on the number of such holder's
interests. The contractual contingent payment rights are not voting securities
but entitle the holders thereof to receive quarterly payments, subject to
certain adjustments, equal to a stated percentage of the Company's sales of
certain products in specified geographic areas. In 2000, holders received
approximately $82,694 for each whole contractual contingent payment right
held. The following table sets forth certain information regarding the
ownership of the Company's contractual contingent payment rights as of
February 15, 2001, by: (i) each director; (ii) each of the Named Executive
Officers; and (iii) all directors, Named Executive Officers and executive
officers as a group:
Contractual
Contingent Payment
Rights
Beneficially
Owned(/1/)
------------------
Number Percent
Beneficial Owner of Rights of Total
---------------- --------- --------
David Baltimore......................................... -0- *
William K. Bowes, Jr. .................................. 2 *
Jerry D. Choate......................................... -0- *
Frederick W. Gluck...................................... -0- *
Franklin P. Johnson, Jr.(/2/)........................... 4 *
Steven Lazarus.......................................... -0- *
Gilbert S. Omenn........................................ 0.5 *
Judith C. Pelham........................................ -0- *
J. Paul Reason.......................................... -0- *
Donald B. Rice.......................................... -0- *
Kevin W. Sharer......................................... -0- *
Dennis M. Fenton........................................ -0- *
George Morstyn.......................................... -0- *
Kathryn E. Falberg...................................... -0- *
Steven M. Odre.......................................... -0- *
Gordon M. Binder........................................ 1 *
All directors, executive officers and Named Executive
Officers as a group (21 persons)(/2/).................. 7.5 1%
- --------
* Less than 1%
(1) This table is based upon information supplied by the directors, Named
Executive Officers and executive officers. Subject to community property
laws where applicable, each holder of a contractual contingent payment
right(s) has sole investment power with respect to such right(s)
beneficially owned.
(2) Includes four rights held by Asset Management Partners, a venture capital
limited partnership, of which Mr. Johnson is the general partner. As the
general partner, Mr. Johnson may be deemed to have investment power as to
all of these rights, and therefore may be deemed to be a beneficial owner
of such rights.
9
EXECUTIVE COMPENSATION
Compensation of Directors
Cash Compensation
Directors of the Company who are also employees of the Company are not
separately compensated for their service as directors. Non-employee directors
receive a quarterly retainer of $5,000 (plus $1,500 for a Committee Chairman)
and a per Board meeting fee of $1,250 (plus $750 for Committee members
attending a committee meeting, up to a maximum of $1,500 for all committee
meetings held on the same day). The members of the Board of Directors also are
entitled to reimbursement of their expenses incurred in connection with
attendance at Board and committee meetings in accordance with Company policy.
There are no family relationships among any directors of the Company. In 2000,
Drs. Baltimore and Omenn each also received $1,250 for their attendance at a
one day conference with the Company's senior management.
Equity Compensation
Non-employee directors are also entitled to receive stock option grants as
compensation for their service as directors. Under the Company's Amended and
Restated 1991 Equity Incentive Plan, each non-employee director is
automatically granted a non-discretionary option (a "Formula Grant") to
purchase shares of Common Stock of the Company. The exercise price of options
granted under the Amended and Restated 1991 Equity Incentive Plan is equal to
100% of the fair market value of the underlying stock on the date of the
option grant. In addition, newly appointed non-employee directors receive an
inaugural option grant pursuant to a formula set forth in the Amended and
Restated 1991 Equity Incentive Plan on terms comparable to the Formula Grants.
Non-employee directors receive annual Formula Grants of 16,000 shares in
January of each year; inaugural grants to new non-employee directors are
60,000 shares provided, that, in either case, the non-employee director
becomes and/or is a director on the required dates for such grants.
In January 2000, the Company granted to each of the non-employee directors,
except for Dr. Rice and Admiral Reason who were not then members of the Board,
a Formula Grant under the Amended and Restated 1991 Equity Incentive Plan
covering 16,000 shares at an exercise price of $61.38 per share. In October
2000, Dr. Rice received an inaugural stock option grant for 60,000 shares,
with an exercise price of $71.38 per share, upon his appointment to the Board.
A Formula Grant awarded to a non-employee director under the Amended and
Restated 1991 Equity Incentive Plan vests and is exercisable: (a) on the date
of grant, if the director has had three years of prior continuous service as a
non-employee director, or (b) one year from the date of grant, if the director
has had less than three years of prior continuous service as a non-employee
director. Generally, Formula Grants must be exercised within ten years from
the date of grant.
For stock options granted prior to June 1998, a non-employee director
optionee is entitled to a reload option ("Reload Option") in the event the
optionee exercises his or her option, in whole or in part, by surrendering
other shares of Common Stock of the Company held by such non-employee director
in accordance with the Amended and Restated 1991 Equity Incentive Plan and the
terms of the option grant. Any such Reload Option: (i) will be for a number of
shares of Common Stock equal to the number of shares of Common Stock
surrendered as part or all of the exercise price of the original option; (ii)
will have an expiration date that is the same as the expiration date of the
original option; and (iii) will have an exercise price that is equal to 100%
of the fair market value of the Common Stock subject to the Reload Option on
the date of exercise of the original option. Any such Reload Option will be
subject to the availability of sufficient shares under the Amended and
Restated 1991 Equity Incentive Plan. There is no Reload Option on a Reload
Option. Stock options granted in June 1998 or subsequently do not have Reload
Options. In June 2000, a Reload Option for 652 shares, with an exercise price
of $70.38 per share, was granted to Mr. Lazarus.
10
Compensation of Executive Officers
Summary Compensation Table. The following table sets forth summary
information concerning certain compensation awarded or paid to, or earned by,
the Named Executive Officers for all services rendered in all capacities to
the Company for the years ended December 31, 2000, 1999 and 1998:
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------- ------------
Securities All Other
Salary Underlying Compensation
Name and Principal Position Year ($)(/1/) Bonus ($) Options (#) ($)(/2/)(/3/)
- --------------------------------------------- ---- --------- --------- ------------ -------------
Kevin W. Sharer, 2000 810,569 1,358,030 1,450,000 79,019
Chairman of the Board, 1999 631,733 1,124,421 240,000 255,998
Chief Executive Officer and President 1998 566,501 880,808 400,000 138,258
Dennis M. Fenton, 2000 455,973 559,084 153,800 4,257
Executive Vice President 1999 388,957 490,781 80,132 166,283
1998 354,801 418,681 197,568 89,497
George Morstyn, 2000 459,648 549,565 80,000 48,754
Senior Vice President, Development, and 1999 409,128 534,649 98,732 124,717
Chief Medical Officer 1998 382,920 441,272 184,000 102,307
Kathryn E. Falberg, 2000 409,860 536,479 100,000 38,951
Senior Vice President, Finance and Corporate 1999 368,000 423,042 80,132 81,325
Development, and Chief Financial Officer 1998 270,200 270,379 225,112 37,482
Steven M. Odre, 2000 389,582 458,212 102,400 29,974
Senior Vice President, 1999 329,660 373,958 44,460 109,290
General Counsel and Secretary 1998 312,468 352,634 188,000 79,068
Gordon M. Binder, 2000 1,094,917 666,000 -- 104,948
Former Chairman of the Board and 1999 952,747 1,800,000 503,000 434,473
Chief Executive Officer(/4/) 1998 866,135 900,000 640,000 352,640
- --------
(1) Includes compensation deferred under the Company's Retirement and Savings
Plan (the "401(k) Plan") otherwise payable in cash during each calendar
year.
(2) The amounts shown for 2000 are comprised primarily of Company credits to
the Supplemental Retirement Plan (the "SRP"), with additional amounts
included as a result of a contribution (the "Company Contribution") to the
Company's 401(k) Plan for each of the Named Executive Officers (see
footnote 3). The SRP is a non-qualified, unfunded plan. Participation in
the SRP is available to selected participants in the Company's 401(k) Plan
who are affected by the Internal Revenue Code limits on the amount of
employee compensation that may be recognized for purposes of calculating
the Company's contributions to the 401(k) Plan. Pursuant to the SRP,
accounts for the respective Named Executive Officers were credited with
(reduced by) the following amounts, including accrued dividends, interest
and unrealized gains or losses for the years ended December 31, 2000, 1999
and 1998, respectively: Mr. Sharer, $65,419, $243,198, and $125,458; Dr.
Fenton, ($9,343), $153,483, and $76,697; Dr. Morstyn, $35,154, $111,917,
and $89,507; Ms. Falberg, $24,757, $68,525, and $24,682; Mr. Odre,
$16,374, $96,490, and $66,268; and Mr. Binder, $46,348, $421,673, and
$339,840.
(3) The amounts shown for 2000 include a Company Contribution in the amount of
$13,600, to the Company's 401(k) Plan for each of the Named Executive
Officers except for Ms. Falberg who received $14,194. The amounts shown
for each of 1999 and 1998 include a Company Contribution pursuant to the
401(k) Plan in the amount of $12,800 for each of the Named Executive
Officers.
(4) A portion of Mr. Binder's 2000 compensation was paid pursuant to the terms
of a letter agreement between the Company and Mr. Binder. See "--
Employment and Compensation Arrangements."
11
Stock Option Grants and Exercises. The following table sets forth
information concerning individual grants of stock options made by the Company
during the year ended December 31, 2000, to each of the Named Executive
Officers:
OPTION GRANTS IN FISCAL YEAR 2000
Individual Grants
----------------------------------------------------
Potential Realizable
Value at Assumed
Number of Annual Rates
Securities Percent of of Stock Price
Underlying Total Options Exercise Appreciation for
Options Granted to or Option Term(/1/)
Granted Employees in Base Price Expiration ---------------------
Name (#)(/2/)(/3/) Fiscal Year(/4/) ($/Sh) Date 5% ($) 10% ($)
- ------------------------ ------------- ---------------- ---------- ---------- ---------- ----------
Kevin W. Sharer......... 1,000,000 7.63% 59.81 5/10/07 24,349,694 56,745,142
450,000 3.44% 68.50 7/3/07 12,548,871 29,244,205
Dennis M. Fenton........ 33,800 0.26% 68.19 2/28/07 938,260 2,186,544
120,000 0.92% 68.50 7/3/07 3,346,365 7,798,455
George Morstyn.......... 80,000 0.61% 68.50 7/3/07 2,230,910 5,198,970
Kathryn E. Falberg...... 100,000 0.76% 68.50 7/3/07 2,788,638 6,498,713
Steven M. Odre.......... 22,400 0.17% 68.19 2/28/07 621,805 1,449,071
80,000 0.61% 68.50 7/3/07 2,230,910 5,198,970
Gordon M. Binder........ -- -- -- -- -- --
- --------
(1) The potential realizable value is based on the term of the option at the
time of its grant, which is seven years for the stock options granted to
the Named Executive Officers. The assumed 5% and 10% annual rates of
appreciation over the term of the options are set forth in accordance with
Securities and Exchange Commission ("SEC") rules and regulations and do
not represent the Company's estimates of stock price appreciation. The
potential realizable value is calculated by assuming that the stock price
on the date of grant appreciates at the indicated rate, compounded
annually, for the entire term of the option and that the option is
exercised and the stock sold on the last day of its term at this
appreciated stock price. No valuation method can accurately predict future
stock prices or option values because there are too many unknown factors.
No gain to the optionee is possible unless the stock price increases over
the option term. Such a gain in stock price would benefit all
stockholders.
(2) Prior to February 1999, under the terms of the Amended and Restated 1991
Equity Incentive Plan, the Board of Directors retained discretion to
modify the terms of outstanding options and to reprice the options subject
to plan limitations. In February 1999, the Board of Directors unanimously
adopted, and the stockholders subsequently approved in May 1999, an
amendment to the Amended and Restated 1991 Equity Incentive Plan to, among
other things, delete the provisions permitting the repricing of
outstanding stock options under such plan.
(3) Options shown in the table have a term of seven years, subject to earlier
termination if the optionee ceases employment with the Company. Options
shown vest and are exercisable 20% on the first, second, third, fourth and
fifth anniversaries of the grant date, except with respect to the February
28, 2000 grants to each of Dr. Fenton and Mr. Odre which vest and are
exercisable 25% on the first, second, third and fourth anniversaries of
the grant date. The vesting of all options issued pursuant to the Amended
and Restated 1991 Equity Incentive Plan will be automatically accelerated
in the event of a change in control (as defined in the Amended and
Restated 1991 Equity Incentive Plan). In addition, the options are subject
to certain full or partial accelerated vesting upon the death or
disability of the optionee while in the employ of the Company, or death
within three months after termination of employment or voluntary
retirement of an optionee after age 60, as provided in the option grant
agreement, or at the discretion of the Compensation Committee as permitted
by the Amended and Restated 1991 Equity Incentive Plan.
(4) In 2000, the Company granted stock options covering a total of 13,090,419
shares of Common Stock to Company employees under all stock option plans
maintained by the Company and this number was used in calculating the
percentages.
12
Aggregated Option Exercises. The following table sets forth information (on
an aggregated basis) concerning each exercise of stock options during the year
ended December 31, 2000, by each of the Named Executive Officers and the final
year-end value of unexercised options:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND FISCAL YEAR-END 2000 OPTION VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired On Options at FY-End (#) at FY-End ($)(/1/)
Exercise Value ------------------------- -------------------------
Name (#) Realized ($)(/2/) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ----------- ----------------- ------------------------- -------------------------
Kevin W. Sharer......... 305,000 15,886,084 159,446/ 7,020,730/
2,056,880 30,689,405
Dennis M. Fenton........ 134,040 6,920,404 413,798/ 20,435,988/
403,586 11,150,747
George Morstyn.......... 243,568 12,030,600 157,236/ 7,339,798/
344,376 11,495,428
Kathryn E. Falberg...... 69,038 3,349,382 19,778/ 885,265/
320,534 9,552,869
Steven M. Odre.......... 190,204 11,226,770 270,672/ 13,427,346/
326,688 10,380,840
Gordon M. Binder........ 2,771,040 161,245,893 1,504,346/ 66,431,251/
698,880 33,961,898
- --------
(1) Value of unexercised in-the-money options is calculated based on the
market value of the underlying securities, minus the exercise price, and
assumes sale of the underlying securities on December 29, 2000, the last
trading day for 2000, at a price of $63.94 per share, the fair market
value of the Company's Common Stock on such date.
(2) Value realized is based on the market value of the Company's Common Stock
on the respective dates of exercise, minus the applicable exercise price,
and does not necessarily indicate that the optionee sold stock on that
date or, at that price or at all.
Change-in-Control Arrangements
Effective as of October 20, 1998 (the "Effective Date"), the Board of
Directors adopted the Amgen Inc. Change of Control Severance Plan (the "CCS
Plan") which provides certain severance benefits to persons who hold certain
designated positions with the Company as of the date on which a Change of
Control (as defined below) of the Company occurs. If a Change of Control had
occurred on December 31, 2000, the CCS Plan would have covered approximately
435 officers and key employees of the Company, including each of the Named
Executive Officers. Under the terms of the CCS Plan, the CCS Plan extends
through December 31, 2001, subject to automatic one year extensions unless the
Company notifies the participants that the term will not be extended. If a
Change of Control occurs during the original or any extended term, the CCS
Plan will continue in effect for at least 36 months following the Change of
Control. Prior to the occurrence of a Change of Control, the Company has the
right to terminate or amend the CCS Plan at any time; after the occurrence of
a Change of Control, the CCS Plan may not be terminated or amended in any way
that adversely affects a participant's interests under the CCS Plan without
the participant's written consent.
Under the CCS Plan, a Change of Control generally will be deemed to have
occurred at any of the following times: (i) upon the acquisition by any
person, entity or group of beneficial ownership of 50% or more of either the
then outstanding Common Stock or the combined voting power of the Company's
then outstanding securities entitled to vote generally in the election of
directors; or (ii) at the time individuals making up the incumbent Board (as
defined in the CCS Plan) cease for any reason to constitute at least a
majority of the Board; or
13
(iii) immediately prior to the consummation by the Company of a
reorganization, merger, or consolidation with respect to which persons who
were the stockholders of the Company immediately prior to such transaction do
not, immediately thereafter, own more than 50% of the shares of the Company
entitled to vote generally in the election of directors; or (iv) a liquidation
or dissolution of the Company or the sale of all or substantially all of the
assets of the Company; or (v) any other event which the incumbent Board, in
its sole discretion, determines is a change of control.
Under the CCS Plan, if a Change of Control occurs and a participant's
employment is terminated within the two year period immediately following the
Change of Control by the Company other than for Cause or Disability (each as
defined in the CCS Plan) or by the participant for Good Reason (as defined in
the CCS Plan), the participant will be entitled to certain payments and
benefits in lieu of further salary payments subsequent to such termination and
in lieu of severance benefits otherwise payable by the Company (but not
including accrued vacation and similar benefits otherwise payable upon
termination). In the event of such termination, the participant will receive a
lump sum cash severance payment in an amount equal to the excess, if any, of
(A) the product of (x) a benefits multiple (either 3, 2 or 1, depending on the
participant's position (a "Benefits Multiple")), and (y) the sum of (i) the
participant's annual base salary immediately prior to termination or, if
higher, immediately prior to the Change of Control, plus (ii) the
participant's targeted annual bonus for the year in which the termination
occurs or, if higher, the participant's average annual bonus for the three
years immediately prior to the Change of Control; over (B) the aggregate value
(determined in accordance with Section 280G of the Code) of the acceleration
of vesting of the participant's unvested stock options in connection with the
Change of Control. The terms of the Amended and Restated 1991 Equity Incentive
Plan, the Amended and Restated 1988 Stock Option Plan and the Amended and
Restated 1997 Special Non-Officer Equity Incentive Plan contain the same
definition of "change of control" as the CCS Plan definition, and such option
plans provide for the acceleration of vesting of issued and outstanding stock
options upon the occurrence of a change of control.
Participants who are senior executive-level staff members who are also
members of the Amgen Executive Committee (which as of December 31, 2000,
included each of the Named Executive Officers other than Mr. Binder, who has a
Benefits Multiple of 2) have a Benefits Multiple of 3; participants who are
senior management-level staff members at the level of "director" or equivalent
and above (and who are not members of the Amgen Executive Committee), have a
Benefits Multiple of 2; and management-level staff members at the level of
"associate director" or equivalent have a Benefits Multiple of 1.
The Company will also provide the participant with continued health and
other group insurance benefits for a period of 1 to 3 years (depending on the
participant's Benefits Multiple) after the participant's termination of
employment. In addition, the participant will be fully vested in his or her
accrued benefits under the Company's retirement plans and the Company will
provide the participant with additional fully vested benefits under such plans
in an amount equal to the benefits the participant would have earned under the
plans had the participant continued to be employed by the Company for a number
of years equal to the participant's Benefits Multiple. The participant will
also be indemnified by the Company and will be provided with directors' and
officers' liability insurance (if applicable), each as set forth in the CCS
Plan. In addition, if any payment, distribution or acceleration of vesting of
any stock option or other right with respect to a participant who is a
"disqualified individual" (within the meaning of Section 280G of the Code)
would be subject to the excise tax imposed by Section 4999 of the Code, then
the Company will pay the participant an additional lump sum cash payment in an
amount equal to 20% of the amount of the participant's "excess parachute
payment" (within the meaning of Section 280G of the Code). If a Change of
Control had occurred on the Effective Date, each of the Named Executive
Officers would have received such indemnification and liability insurance.
The CCS Plan provides that for a period of years equal to a participant's
Benefits Multiple after the participant's termination of employment, the
participant will not disclose confidential information of the Company and will
not solicit or offer employment to any of the Company's employees. In the
event that the participant breaches any of such provisions, the participant
will forfeit any right to receive further payments or benefits under the CCS
Plan.
14
Employment and Compensation Arrangements
Mr. Gordon M. Binder
Pursuant to a letter agreement, dated May 10, 2000, by and between the
Company and Gordon M. Binder, Mr. Binder retired as the Company's Chief
Executive Officer and a member of Amgen's Executive Committee on May 11, 2000,
and as Chairman of the Board of Directors on December 31, 2000. He continues to
be employed by the Company in a part-time special assignment position with the
title of Special Advisor to the Chief Executive Officer, through December 31,
2002, subject to earlier termination pursuant to the letter agreement. Mr.
Binder will assist Mr. Sharer in certain matters and in monitoring various
federal government developments as they relate to the Company's current and
future activities, as well as advising on certain arbitration and litigation
matters such as those involving Johnson & Johnson and Transkaryotic Therapies,
Inc. Pursuant to the letter agreement, beginning in May 2000, Mr. Binder
received $80,000 per month for his services in 2000, together with a special
bonus of $666,000 for his services in 2000 through May 11, 2000. Beginning in
January 2001, Mr. Binder is being paid $40,000 per month for his part-time
employment but will not participate in the Company's Management Incentive Plan.
During his employment, Mr. Binder will be eligible to participate in certain of
Amgen's benefit plans, including Amgen's Supplemental Retirement Plan (as long
as Mr. Binder continues to meet the eligibility requirements thereunder) and
CCS Plan. Pursuant to the letter agreement, Mr. Binder received reimbursement
of $7,325 of legal fees incurred by Mr. Binder in connection with the letter
agreement. Also, pursuant to the terms of the letter agreement, Mr. Binder is
entitled to reimbursement of up to $72,000 annually for office space rental and
parking, reimbursement of reasonable business expenses and the Company will
provide Mr. Binder with secretarial support services. Mr. Binder's unvested
options will continue to vest in accordance with their terms while Mr. Binder
is employed at Amgen. Mr. Binder was not eligible to receive stock option
grants after May 2000.
Dr. Fabrizio Bonanni
In April 1999, Dr. Fabrizio Bonanni became Senior Vice President, Quality
and Compliance of the Company. In connection with Dr. Bonanni's employment, the
Company granted him an option to purchase 200,000 shares of Common Stock with
an exercise price of 100% of the fair market value on the date of grant, April
12, 1999. This option vests in five equal installments commencing with the
first anniversary of the date of grant and expires seven years from the date of
grant. The Company has guaranteed that, calculated as if Dr. Bonanni had not
sold any of the underlying shares, the then vested portion of such option will
appreciate in value by at least $2.5 million on at least one day on or before
April 12, 2004. Notwithstanding the foregoing, the Company has not guaranteed
that Dr. Bonanni will realize this profit if Dr. Bonanni does not sell all of
the vested option shares on the date that such value is realizable.
Compensation Committee Report/1/
The Board of Directors has delegated to the Compensation Committee of the
Board of Directors (the "Compensation Committee") the authority to establish
and maintain the Job Grade and Compensation Range Tables and Merit Increase
Guidelines used to establish initial salary guidelines and merit pay increases
throughout the Company and as the basis for making specific recommendations to
the Board concerning the compensation of senior officers, including the Chief
Executive Officer. In addition, the Compensation Committee administers the
performance based Management Incentive Plan, the Company's various stock option
plans (collectively the "Stock Option Plans"), the 401(k) Plan, the SRP, the
Amended and Restated Employee Stock Purchase Plan and all other compensation
and benefit programs currently in place at the Company. Compensation Committee
members are all non-employee directors.
- --------
1 The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC, and is not incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether made before or after the date of this
proxy statement and irrespective of any general incorporation language in
such filing.
15
The Compensation Committee intends to design and administer its
compensation plans to support the achievement of the Company's long-term
strategic objectives, to enhance stockholder value and, to the extent
possible, to maximize the deductibility of compensation for tax purposes.
Section 162(m) of the Code places a one million dollar limit on the amount of
non-performance based compensation for each Named Executive Officer that may
be deducted by the Company for tax purposes. It is the Compensation
Committee's objective to administer compensation programs that are in
compliance with the provisions of Section 162(m). The Compensation Committee
has been advised that, based upon prior stockholder approval of the material
terms of the Management Incentive Plan and the Amended and Restated 1991
Equity Incentive Plan and Section 162(m) transition rules, compensation under
these plans is excluded from this limitation, provided, that, the other
requirements of Section 162(m) are met.
The key components of the compensation program are base salary, annual
incentive award (the Management Incentive Plan), and equity participation.
These components are administered with the goal of providing total
compensation that is competitive in the marketplace, recognizes meaningful
differences in individual performance and offers the opportunity to earn above
average rewards when merited by individual and corporate performance.
Base Salary
Base Salaries for all employees, including executive officers of the
Company, are determined based on an established Job Grade and Compensation
Range Table that is designed to provide a Base Salary that ensures that
salaries remain competitive with the marketplace. In monitoring the Executive
Job Grade and Compensation Range Table, the members of the Compensation
Committee compared compensation information derived from compensation surveys
outlining compensation levels at major pharmaceutical companies, the majority
of which are included in the Standard & Poor's Drug Index, and leading
biotechnology companies./2/ Adjustments to each individual's Base Salary are
made in connection with annual performance reviews. The amounts of such
increases are calculated using compensation levels at comparable companies and
the Merit Increase Guidelines that provide for percentage salary increases
based on the position in the Compensation Range and the result of each
individual's annual performance review. The Merit Increase Guidelines are
adjusted annually and reflect the Compensation Committee's assessment of
appropriate salary adjustments given the results of competitive surveys and
general economic conditions.
Performance Based Management Incentive Plan
The Management Incentive Plan has been established to reward participants
for their contributions to the achievement of Company-wide and individual
performance goals. Executive officers, Vice Presidents and other key employees
of the Company nominated by the Chief Executive Officer and approved by the
Compensation Committee, are eligible to participate in the Management
Incentive Plan. Management Incentive Plan payouts are established at a level
designed so that when such payouts are added to a participant's Base Salary,
the resultant compensation for above average performance should exceed the
average cash compensation level of comparable companies and the resultant
compensation for below average performance should be less than the average
cash compensation level of comparable companies.
At the beginning of each Management Incentive Plan period, the Chief
Executive Officer recommends for approval by the Compensation Committee the
individual participants and the target incentive award for each participant
expressed as a percentage of the base pay of the participant. The Compensation
Committee establishes a formula for determining the amount of incentive award
a participant may receive. Generally, a formula established by the
Compensation Committee reflects both Company-wide goals and specific
individual performance goals for the participant. As implemented by the
Compensation Committee in past years, at least 50% of the Company-wide goals
were based upon Return on Capital Employed ("ROCE") and growth in
- --------
2 The Compensation Committee utilizes data and summaries provided by
independent consulting firms to determine comparable companies, including
major pharmaceutical and leading biotechnology companies, and their
compensation levels.
16
revenue, and the remainder of the Company-wide goals were goals selected by
the Committee from the goals established by management in connection with the
planning process. As implemented by the Compensation Committee in past years,
no awards were to be made to the participants, regardless of the performance
achieved on the other goals or by individual participants, unless either the
ROCE or the growth in revenue goal were achieved.
As implemented by the Compensation Committee in past years, each
participant's actual award under the Management Incentive Plan was based on
both the determination of the extent to which such participant's individual
goals were achieved (in terms of percent achievement, subject to a maximum
percentage established annually by the Compensation Committee, which may not
exceed 150%) and the Compensation Committee's determination of the extent to
which the Company-wide goals were achieved (in terms of percent achievement,
subject to a maximum percentage established by the Compensation Committee,
which may not exceed 150%). For the 2000 Management Incentive Plan year, the
formula established by the Compensation Committee to determine awards under
the Management Incentive Plan was as follows: the participant's target bonus
multiplied by the percent achievement of Company-wide goals multiplied by the
percent achievement of the participant's individual goals. Pursuant to the
February 1999 amendment to the Management Incentive Plan, the maximum amount
payable under the Management Incentive Plan to any participant in any calendar
year may not exceed $1,800,000.
The Company-wide goals for the Management Incentive Plan period ended
December 31, 2000 included goals related to ROCE, growth in revenue, profit
after taxes, specific product development objectives and a goal to identify
and initiate research programs for appropriate product candidates. The
relative weightings of these five factors in determining the extent to which
Company-wide goals were achieved were 30%, 20%, 20%, 20% and 10%,
respectively. For 2000, in order to stimulate increased effort toward the
development of potential products, Company-wide goals provided for an
incentive equal to 5% of the maximum payable under the Company-wide goals if a
product with significant annual sales revenue potential was in-licensed. This
goal was achieved and resulted in the inclusion of this incentive in the 2000
Management Incentive Plan payout. Based upon evaluations by management and
approved by the Compensation Committee, the Company achieved 132.9% of the
target Company-wide goals established under the Management Incentive Plan for
the period ended December 31, 2000.
Stock Option Plans
The Stock Option Plans offered by the Company have been established to
provide all employees with an opportunity to share, along with stockholders,
in the long-term performance of the Company.
Periodic grants of stock options are generally made annually to all
eligible employees, with additional grants being made to certain employees
upon commencement of employment and occasionally, following a significant
change in job responsibility, scope or title or a particularly noteworthy
achievement. Stock options granted under the various stock option plans
generally have a three-, four- or five-year vesting schedule and generally
expire seven years from the date of grant. The exercise price of options
granted under the stock option plans is 100% of the fair market value of the
underlying stock on the date of grant. Guidelines for the number of stock
options for each participant in the periodic grant program generally are
determined by a procedure established by the Compensation Committee based upon
several factors including the salary grade midpoint, the performance of each
participant and the approximate market price of the stock at the time of
grant. The size of the grants, as developed under the procedure, are targeted
to be somewhat above competitive levels as a reflection of both the added
incentive to continue the favorable competitive performance of the Company, as
well as the risk attached to the future growth of the biotech industry.
CEO Compensation
Pursuant to the letter agreement dated May 10, 2000, Mr. Binder retired as
Amgen's Chief Executive Officer and a member of Amgen's Executive Committee
effective May 11, 2000, the date of the 2000 Annual Meeting of Stockholders.
Mr. Binder continued to serve as Chairman of the Board of Directors until
December 31, 2000.
17
Since May 11, Mr. Binder has continued his employment with Amgen in a part-
time special assignment position with the title of Special Advisor to the
Chief Executive Officer. Mr. Binder's Base Salary while serving as Chief
Executive Officer was determined in accordance with the criteria described in
the "Base Salary" section of this report. Mr. Binder's Base Salary for 2000 as
Chief Executive Officer was $574,917. Mr. Binder's Base Salary for 2000 as
Special Advisor to the Chief Executive Officer was $520,000. See "--Employment
and Compensation Arrangements."
Under the terms and conditions of the May 10, 2000 letter agreement, Mr.
Binder was not a participant in the Management Incentive Plan for 2000 but did
receive a Special Bonus in the amount of $666,000. This amount represents 37%
of the Management Incentive Plan payment that he would have been eligible to
receive for 2000 had he been a participant in the Management Incentive Plan
for the entire year.
The Board of Directors elected Mr. Sharer Amgen's Chief Executive Officer
and President on May 11, 2000. Mr. Sharer's Base Salary, Management Incentive
Plan payout and grants of stock options were determined in accordance with the
criteria described in the "Base Salary," "Management Incentive Plan" and
"Stock Option Plans" sections of this report. Mr. Sharer's Base Salary for
2000 of $810,569 reflects the Board's assessment of his very favorable
performance and his position in the Grade and Range Table.
The Management Incentive Plan target for Mr. Sharer for the Management
Incentive Plan period ended December 31, 2000 was set at 95% of Base Salary.
The actual award under the Management Incentive Plan for the Management
Incentive Plan period ended December 31, 2000 was $1,358,030 or 167.5% of Base
Salary. Payments made to Mr. Sharer as a participant in the Management
Incentive Plan for the period ended December 31, 2000 reflect both the
Company's level of achievement of the Company-wide goals and Mr. Sharer's
level of achievement of his individual performance objectives, which included
goals relating to: ROCE; growth in revenue; profit after taxes; product
development; research; and licensing and acquisition of product candidates. As
previously discussed, no awards are made to Management Incentive Plan
participants unless the Company achieves either the ROCE or growth in revenue
goal; for 2000, these goals were achieved.
On May 11, 2000, Mr. Sharer was granted a promotional stock option award to
purchase 1,000,000 shares of Common Stock of the Company at 100% of fair
market value on the date of grant, or $59.81 per share. In July 2000, Mr.
Sharer was granted a periodic option to purchase 450,000 shares of Common
Stock of the Company at 100% of fair market value on the date of grant, or
$68.50 per share. This grant reflects the Board's assessment of the
substantial contributions made by Mr. Sharer to the long-term growth and
performance of the Company.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Franklin P. Johnson, Jr., Chairman
Jerry D. Choate
Frederick W. Gluck
Steven Lazarus
Compensation Committee Interlocks and Insider Participation
During 2000, the Compensation Committee consisted of Messrs. Choate, Gluck,
Johnson and Lazarus, all of whom are non-employee directors. No member of the
Compensation Committee has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.
18
Audit Committee Report/3/
The Audit Committee has reviewed and discussed with management the
Company's audited consolidated financial statements as of and for the year
ended December 31, 2000.
The Audit Committee has also discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
The Audit Committee has received and reviewed the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, as amended,
and has discussed with Ernst & Young LLP their independence.
Based on the reviews and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited consolidated
financial statements referred to above be included in Amgen Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
William K. Bowes, Jr., Chairman
Judith C. Pelham
Gilbert S. Omenn
- --------
3 The material in this report is not soliciting material, is not deemed filed
with the SEC, and is not incorporated by reference in any filing of the
Company under the Securities Act, or the Exchange Act, whether made before
or after the date of this proxy statement and irrespective of any general
incorporation language in such filing.
19
Performance Measurement Comparison
The chart set forth below shows the value of an investment of $100 on
December 31, 1995 in each of Amgen Common Stock, the Amex Biotech Index (the
"Amex Biotech"), the Standard & Poor's Drug Index (the "S&P Drug") and the
Standard & Poor's 500 Index (the "S&P 500"). All values assume reinvestment of
the pre-tax value of dividends paid by companies included in these indices and
are calculated as of December 31 of each year. The historical stock price
performance of the Common Stock shown in the performance graph below is not
necessarily indicative of future stock price performance.
Amgen vs. Amex Biotech, S&P Drug, S&P 500
Comparison of Five Year Cumulative Total Return
Value of Investment of $100 on December 31, 1995
[PERFORMANCE CHART APPEARS HERE]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------
Amgen Inc. $100.00 $ 91.58 $ 91.16 $176.11 $404.65 $430.83
Amex Biotech $100.00 $107.87 $121.42 $138.39 $292.62 $474.80
S&P Drug $100.00 $124.65 $198.60 $301.32 $247.99 $344.56
S&P 500 $100.00 $122.96 $163.98 $210.82 $255.21 $231.91
20
CERTAIN TRANSACTIONS
The Company has made loans to Dr. Fabrizio Bonanni and Mr. George J. Morrow
both of whom are officers of the Company. Each such loan is evidenced by a
full recourse promissory note secured by real estate valued in excess of the
principal balance of such loan. The loans to Dr. Bonanni and Mr. Morrow were
made in connection with their respective relocations closer to the Company.
The Company has made two loans to Dr. Bonanni, each for $250,000, one of which
provides that the Company will forgive 20% of the loan principal on each
anniversary of Dr. Bonanni's employment until the loan is paid in full;
interest payments will be reduced correspondingly. Dr. Bonanni commenced
employment with the Company in April 1999. The Company made a loan to
Mr. Morrow for $1,000,000 in March 2001. The annual interest rate on the loans
to Dr. Bonanni was 4.6% during the year ended December 31, 2000 and the
interest rate on the loans for each officer will be 5% for the year ending
December 31, 2001. These interest rates are established and adjusted annually
based on the average introduction rates on adjustable loans offered by
California banks and savings and loans. Including principal and accrued
interest, the largest aggregate indebtedness since January 1, 2000, under the
loans of Dr. Bonanni and Mr. Morrow was $500,000 and $1,000,000, respectively.
The aggregate outstanding indebtedness at March 15, 2001 of each of Dr.
Bonanni and Mr. Morrow under such loans was $450,000 and $1,000,000,
respectively.
On March 2, 2001, the Company signed a letter agreement with Dr. Joan
Kreiss, the wife of Dr. Perlmutter, Executive Vice President, Research,
regarding possible funding of research grants for certain scientific work
conducted by Dr. Kreiss. Under the terms of the letter agreement, if Dr.
Kreiss relocates to Southern California, the Company will work with Dr. Kreiss
and any new university with which she affiliates to try to obtain fellowships
or grants to replace those that Dr. Kreiss is unable to transfer, if any. In
addition, if replacement fellowships or grants cannot be obtained from other
sources, the Company, as part of its general scientific research mission or
through its charitable contribution programs, will work with Dr. Kreiss and
the new university with which she affiliates to fund any deficits or grants
which are attributable to fellowships or grants that she is not able to
transfer, up to an amount not to exceed $1,250,000 per year for a period of
five years from the date that Dr. Kreiss assumes a new position in Southern
California.
21
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities ("Reporting Persons"), to file reports of
ownership and changes in ownership with the SEC and with The Nasdaq Stock
Market. Reporting Persons are required by SEC regulations to furnish the
Company with copies of all forms they file pursuant to Section 16(a). Based
solely on its review of the copies of such reports received by it, and written
representations from certain Reporting Persons that no other reports were
required for those persons, the Company believes that, during the year ended
December 31, 2000, the Reporting Persons complied with all Section 16(a)
filing requirements applicable to them, except that one report covering one
transaction in 2000 was filed late by Mr. Marc M. P. de Garidel.
Fees Paid to the Independent Auditors
Audit Fees
The aggregate fees billed by Ernst & Young LLP for professional services
rendered for the audit of the Company's annual consolidated financial
statements for the year ended December 31, 2000 and the reviews of the
unaudited interim financial statements included in the Company's Form 10-Q's
for the year ended December 31, 2000 ("Audit Services") were $873,000.
Financial Information Systems Design and Implementation Fees
Ernst & Young LLP did not perform any professional services with respect to
financial information systems design and implementation for the year ended
December 31, 2000 ("Technology Services").
All Other Fees
The aggregate fees billed by Ernst & Young LLP for professional services
other than Audit Services and Technology Services for the year ended December
31, 2000 were $2,154,000, including audit related services of $693,000. Audit
related services principally include fees for accounting consultations and
statutory audits.
Stockholder Proposals
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present
proper proposals for inclusion in the Company's proxy statement and for
consideration at the Company's next annual meeting of stockholders. To be
eligible for inclusion in the Company's 2002 proxy statement, your proposal
must be received by the Company no later than November 23, 2001 and must
otherwise comply with Rule 14a-8 under the Exchange Act. In addition, the
Bylaws contain an advance notice provision with respect to matters to be
brought at an annual meeting of stockholders, and not included in the
Company's proxy statement. Further, if you would like to nominate a director
or bring any other business before the stockholders at the 2002 Annual
Meeting, you must comply with the procedures contained in the Bylaws and you
must notify the Company in writing and such notice must be delivered to or
received by the Secretary no later than February 14, 2002. While the Board
will consider stockholder proposals, the Company reserves the right to omit
from the Company's 2002 proxy statement stockholder proposals that it is not
required to include under the Exchange Act, including Rule 14a-8 of the
Exchange Act.
You may write to the Secretary of the Company at the Company's principal
executive office, One Amgen Center Drive, Thousand Oaks, California 91320,
Mail Stop 27-4-A, to deliver the notices discussed above and for a copy of the
relevant Bylaw provisions regarding the requirements for making stockholder
proposals and nominating director candidates.
22
Attendance at the Annual Meeting
If you plan to attend the Annual Meeting, please complete and return the
enclosed postage paid reply card so that we can send you an admittance ticket
and other materials. If you do not bring an admittance ticket, you will be
admitted to the Annual Meeting only if you are listed as a stockholder of
record on March 20, 2001, and bring proof of identification. If you hold your
shares through a broker or bank or other nominee and do not bring an
admittance ticket, you will need to provide evidence of stock ownership by
bringing either a copy of the voting instruction form provided by your broker,
bank or other nominee or a copy of your account statement showing your share
ownership as of March 20, 2001.
By Order of the Board of Directors
/s/ Steven M. Odre
STEVEN M. ODRE
Secretary
April 4, 2001
23
Appendix I
Amgen Inc.
Audit Committee of the Board of Directors
Charter
Purpose
The Audit Committee (the Committee) assists the Board of Directors (the
Board) in fulfilling its fiduciary responsibilities with respect to the
oversight of the Company's affairs in the areas of financial accounting and
reporting and the underlying internal accounting controls.
Membership
The Committee will be comprised of at least three members of the Board, one
of whom shall be designated as the Chairperson.
Each member of the Committee must possess the necessary skills in finance
or accounting as specified in the applicable requirements of the National
Association of Securities Dealers (NASD).
Membership on the Committee will also be governed by the applicable
independence requirements of the NASD.
Meetings
The Committee will meet at two regularly scheduled meetings each year, with
additional meetings held as deemed necessary. In addition, the Committee will
also meet, as more fully described below, prior to the Company filing each of
its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K with the
Securities and Exchange Commission (SEC).
Responsibilities
The Committee shall carry out its responsibilities through its interactions
and discussions with the Company's management, internal auditors and
independent auditors, as outlined below.
As representatives of the Company's stockholders, the Committee and the
Board shall be the parties to whom the independent auditors are ultimately
accountable in connection with their audit of the Company's annual financial
statements and related services. In this regard, the Committee and the Board
shall have the ultimate authority to select, evaluate, and, where appropriate,
replace the independent auditors.
In carrying out its responsibilities, the Committee shall:
1. Foster an environment conducive to open and frank discussion among
management, the internal auditors, the independent auditors and the Committee
members.
2. The committee will, at its discretion, meet periodically with
management, the internal auditors and the independent auditors in separate
executive sessions to discuss matters which the Committee members or these
groups believe should be discussed privately.
3. Review and discuss with the internal auditors their annual audit scope
and plan with respect to the Company's internal accounting controls, including
any changes thereto.
4. Discuss at least annually with the internal auditors significant
findings resulting from reviews they have performed.
A-1
5. Discuss at least annually with management, the internal auditors and the
independent auditors the adequacy and effectiveness of the Company's internal
accounting controls and the integrity of its financial reporting process and
discuss recommendations for any needed improvements in these areas.
6. Review with the independent auditors their audit scope and plan with
respect to their audit of the Company's annual financial statements and their
reviews of the Company's unaudited quarterly financial statements, including
any changes thereto.
7. Review with the independent auditors the proposed fees for the audit of
the Company's annual financial statements, as well as the actual amounts
subsequently charged for such service.
8. Prior to the Company's Quarterly Reports on Form 10-Q being filed with
the SEC, review and discuss with management and/or the independent auditors
all significant matters related to the independent auditors' review of the
related unaudited quarterly financial statements.
9. Prior to the Company's Annual Reports on Form 10-K (Form 10-K) being
filed with the SEC:
A) Review the Company's audited annual financial statements included in
the Form 10-K with management and the independent auditors.
B) Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as modified or
supplemented.
C) Discuss all relationships between the independent auditors and the
Company, as disclosed in the written statement provided by the independent
auditors in accordance with the requirements of Independence Standards
Board Standard No. 1, as modified or supplemented, which may impact the
independence of the independent auditors and take, or recommend that the
Board take appropriate action, if needed, to oversee the independence of
the independent auditors.
D) Based on the results of the review and discussions in A, B, and C
above, determine whether to recommend to the Board that such financial
statements be included in the Form 10-K for filing with the SEC.
10. Review the adequacy of the Committee's charter, at least on an annual
basis, and submit any recommended changes to the Board for its consideration.
11. Report periodically to the Board on significant results of the
Committee's activities.
12. Ensure that a report from the Committee is included in the Company's
Annual Proxy Statement to Stockholders (Proxy) related to the performance of
certain of the Committee's responsibilities as required by the rules and
regulations of the SEC.
13. Ensure that appropriate disclosure of the Committee's charter is
included in the Company's Proxy as required by the rules and regulations of
the SEC.
A-2
[LOGO OF AMGEN]
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320
[RECYCLE LOGO]
Printed on recycled paper (C) 2001 Amgen Inc. All Rights Reserved.
P50206-3 780M/4-01
-------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
-------------
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 67 THOUSAND OAKS, CA
POSTAGE WILL BE PAID BY ADDRESSEE
AMGEN INC.
ATTN: Corporate Secretary
Mail Stop 27-4-A
ONE AMGEN CENTER DRIVE
THOUSAND OAKS, CA 91320-1799
Amgen stockholders with admittance tickets will be admitted to the Annual
Meeting of Stockholders. If you come to the meeting and do not have an
admittance ticket, you will be admitted upon presentation of proper
identification and evidence of stock ownership.
[_] Please send me two (2) admittance tickets for the Amgen Inc. Annual Meeting
of Stockholders to be held on Thursday, May 17, 2001.
- --------------------------------------------------------------------------------
Name (Please print)
- --------------------------------------------------------------------------------
Address
( )
- --------------------------------------------------------------------------------
City State Zip Telephone No.
YOU DO NOT NEED TO RETURN THIS CARD IF YOU DO NOT PLAN TO ATTEND
THE ANNUAL MEETING OF STOCKHOLDERS.
--------------
PROXY CARD
--------------
AMGEN INC.
One Amgen Center Drive, Thousand Oaks, CA 91320-1799
Proxy Solicited by Board of Directors
For the Annual Meeting of Stockholders-May 17, 2001
Kevin W. Sharer, Kathryn E. Falberg and Steven M. Odre (the "Proxy Holders"),
or any of them, each with the power of substitution, hereby are authorized to
represent the undersigned, with all powers which the undersigned would possess
if personally present, to vote the shares of Amgen Inc. common stock of the
undersigned at the Annual Meeting of Stockholders of Amgen Inc., to be held at
the Beverly Hilton Hotel, 9876 Wilshire Boulevard, Los Angeles, California
90210, at 10:30 A.M., PT, on Thursday, May 17, 2001, and at any continuation,
postponement or adjournment of that meeting, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other business that may properly
come before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. PLEASE MARK, SIGN AND
DATE THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
Please mark your
[X] votes as in this
example.
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
1. To elect three directors for [_] [_] 2. To ratify the selection of Ernst & [_] [_] [_]
a three year term expiring Young LLP as independent auditors of the
at the 2004 Annual Meeting Company for the year ending December 31, 2001:
of Stockholders.
Nominees: Jerry D. Choate, Steven Lazarus, and Gilbert S. Omenn
To withhold authority to vote for any nominee(s), write such
nominee(s)' name(s) below:
- ------------------------------------------------------------
In their discretion, the Proxy Holders are authorized to vote upon such other
matters as may properly come before the Annual Meeting of Stockholders and at
any continuation, postponement or adjournment thereof. The Board of Directors
at present knows of no other business to be presented by or on behalf of the
Company or the Board of Directors at the Annual Meeting of Stockholders.
This Proxy/Direction Card will be voted as specified or, if no choice is
specified, will be voted FOR the election of the named nominees and FOR
proposal 2. The Board of Directors recommends a vote FOR election of the
nominees for director and FOR proposal 2.
As of the date hereof, the undersigned hereby acknowledges receipt of the
accompanying Notice of Annual Meeting of Stockholders to be held May 17, 2001,
the Proxy Statement and the 2000 Annual Report of the Company.
Change of Address:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
___________________ Date: ___________ _______________________ Date:_____________
Signature(s) Signature(s)
NOTE: Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians and attorneys-in-fact
should add their titles. If signer is a corporation, please give full
corporate name and have a duly authorized officer sign, stating title. If
signer is a partnership, please sign in partnership name by authorized
person, stating title.
FOLD AND DETACH HERE