Additional Proxy Soliciting Materials (definitive) (defa14a)
April 20 2016 - 5:16PM
Edgar (US Regulatory)
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
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Filed by the
registrant
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Filed by a party other than the registrant
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Check the appropriate box:
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Preliminary Proxy
Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to
Section 240.14a-12
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AMGEN INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of filing fee (check the appropriate box):
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No fee required.
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1) Title of each class of
securities to which transaction applies:
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(2) Aggregate number of
securities to which transaction applies:
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(3) Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate
value of transaction:
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(5) Total fee paid:
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Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously
Paid:
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(2) Form, Schedule or
Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[On April 20, 2016, Amgen Inc. sent the following summary communication to one or more proxy advisory firms
for their consideration in making their vote recommendations.]
We Have a History of Responsiveness to Stockholder Feedback. Most Recently, Based on
Input From Our Stockholders, We Proactively Implemented Proxy Access for Director Nominations:
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Eligible stockholders with an
ownership threshold of 3%
who have held
their shares for at least
three years
and who otherwise meet the requirements set forth in our Amended and Restated Bylaws may have their nominees consisting of the
greater of 20% or two
nominees
of our Board included in our proxy materials.
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Up to 20
eligible stockholders may group together to reach the 3%
ownership threshold.
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We Delivered Strong Financial Results While Achieving an
Unprecedented Number of Product Launches:
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In 2015, our
revenues increased 8%
to $21.7 billion and
adjusted net income grew 19%
to $8 billion
(1)
. Transformation and process improvement efforts drove a four percentage point increase to our adjusted operating margin
in 2015 to 48%
(1)
. Free cash flow was $8.5 billion compared to $7.8 billion in 2014, driven by higher revenues and higher operating income.
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We executed on an unprecedented number of product launches, with six launches in the oncology and
cardiovascular disease therapeutic areas. We successfully introduced differentiating delivery systems and significantly advanced our late-stage pipeline.
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Our strong cash flows and balance sheet allowed continued investment for long-term growth through internal
research and development and external business development transactions, while simultaneously providing substantial returns to our stockholders. We
returned $4.3 billion of capital
to our stockholders in 2015,
including
$2.4 billion in the form of dividends
, a 29% increase over 2014, and repurchased
~12 million shares
of our common stock during 2015 representing an aggregate value of
$1.9 billion
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Our three-year total shareholder return, or
TSR, was 97%
, significantly
outperforming the TSRs of the Standard and Poors 500 Index for the same period of 53%.
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Our Executive Compensation is Performance Based:
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80% of our long-term incentive
, or LTI, equity award grants
are performance based
and granted as performance units with a three-year performance period.
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~74% of Mr. Bradways 2015 target direct compensation was earned based solely on the Companys
performance (paid in the form of annual cash incentive awards based on our annual Company performance goals and performance units to be paid based on the Companys performance over a three-year performance period). ~68% of each other Named
Executive Officers
(2)
target direct compensation was based solely on the Companys performance.
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Overall, we
target the 50
th
percentile
, or median, of our peer group
for all elements of compensation
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We are mindful of stockholder dilution and the potential dilutive effect is considered in the context of our
peer group. The rates at which we grant LTI equity awards and the resulting potential dilutive effect are consistent with our peer group and have decreased over the last five years.
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We Have Maintained Our Extensive Outreach Efforts With Our
Stockholders:
In 2015, we received approximately 97% stockholder support on
our say on pay advisory vote. While we are pleased with our say on pay results, we believe it is important to continue to engage with our stockholders and further enhance our understanding of the perspectives of our investors. Since our 2015 annual
meeting of stockholders, we have engaged in outreach to stockholders comprising approximately 52% of our outstanding shares. Our stockholder outreach efforts are continuing.
1
Adjusted net income and adjusted operating margin are reported and
reconciled in our Form 8-K dated as of January 28, 2016.
2
Includes
only those Named Executive Officers serving in such capacity for all of 2015 and excludes Jonathan P. Graham.
We Have Implemented Compensation Best Practices:
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We have a
clawback policy and
our incentive cash compensation plans
contain
recoupment provisions
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We have robust
stock ownership guidelines
with officers
required to retain shares of our common stock
acquired through equity grants and option exercises until they have reached their respective required stock ownership levels.
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We have
no defined benefit pension
or supplemental executive retirement
plan benefits or above-market interest on deferred compensation.
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We have
no single-trigger equity vesting
acceleration upon a
change of control for restricted stock units and stock options.
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We Are Committed to Corporate Governance Best Practices That
Are Informed By Extensive Stockholder Engagement and Feedback:
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We have a highly-engaged, experienced and independent board; 12 of 13 director candidates are independent and
five of them joined in the last four years.
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We have a lead independent director role with substantial and specific duties, and
the independent directors have elected Robert A. Eckert to serve as the lead independent director following the annual meeting
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We have an annually-elected board, utilize majority voting in non-contested elections, provide stockholders
with the right to act through a special meeting and by written consent, and,
most recently, have implemented a proxy access right for stockholders
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We have a long-standing practice of stockholder engagement, and have
engaged in
outreach activities and discussions with stockholders comprising approximately 52% of our outstanding shares in 2015
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We Are Opposing the Stockholder Proposal to Change the Voting
Standard Applicable to Non-Binding Proposals Submitted By Stockholders:
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We received a stockholder proposal seeking to amend our governing documents to provide that all non-binding
matters submitted by stockholders be decided by a simple majority of shares voted for or against an item without taking into account abstentions. Abstentions would not be counted as either for or
against.
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We are incorporated in the State of Delaware and (excluding the election of directors) the default voting
standard established by Delaware Law governs action by our stockholders and provides that abstention votes for such actions are considered shares entitled to vote.
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Abstention votes are included in the vote count for each management-sponsored proposal, other than election of
directors.
Our vote count methodology applies identically to management-sponsored proposals and stockholder proposals
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Stockholders are made aware of the treatment and effect of abstentions. Therefore, counting abstention votes
effectively honors the intent of our stockholders.
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The proponents own cited source recognizes the value of abstentions, noting that some
institutional investors abstain on shareholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.
(3)
This
observation is consistent with conversations we have had with a number of our stockholders.
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Faced with similar proposals in 2014 and 2015, stockholders overwhelmingly did not support the adoption of the
proposed vote counting methodology for all proposals.
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3
Vote Calculation Methodologies Report dated September 17, 2013 prepared
for CalPERS by GMI Ratings.
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