AMGEN INC false 0000318154 0000318154 2020-05-19 2020-05-19 0000318154 us-gaap:CommonStockMember 2020-05-19 2020-05-19 0000318154 amgn:A1.250SeniorNotesDue2022Member 2020-05-19 2020-05-19 0000318154 amgn:A2.00SeniorNotesDue2026Member 2020-05-19 2020-05-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2020

 

AMGEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

 

001-37702

 

95-3540776

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

     

One Amgen Center Drive

Thousand Oaks, California

 

91320-1799

(Address of Principal Executive Offices)

 

(Zip Code)

(805) 447-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.0001 par value

 

AMGN

 

The NASDAQ Global Select Market LLC

1.250% Senior Notes Due 2022

 

AMGN22

 

New York Stock Exchange

2.000% Senior Notes Due 2026

 

AMGN26

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

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

The Company held its Annual Meeting on May 19, 2020. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Item 1 - Election of Directors

Each of the following 11 nominees for director were elected to serve a one-year term expiring at the Company’s 2021 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.

Name

 

Votes For

 

Votes Against

 

Abstain

 

Broker

Non-Votes

Dr. Wanda M. Austin

 

440,184,254

 

2,193,897

 

690,346

 

76,199,841

Mr. Robert A. Bradway

 

414,264,841

 

25,840,398

 

2,963,258

 

76,199,841

Dr. Brian J. Druker

 

439,616,012

 

2,670,818

 

781,667

 

76,199,841

Mr. Robert A. Eckert

 

408,733,828

 

33,511,738

 

822,931

 

76,199,841

Mr. Greg C. Garland

 

413,992,007

 

27,273,127

 

1,803,363

 

76,199,841

Mr. Fred Hassan

 

438,694,137

 

3,480,885

 

893,475

 

76,199,841

Mr. Charles M. Holley, Jr.

 

432,492,979

 

9,717,914

 

857,604

 

76,199,841

Dr. Tyler Jacks

 

439,586,602

 

2,733,719

 

748,176

 

76,199,841

Ms. Ellen J. Kullman

 

435,704,801

 

6,593,144

 

770,552

 

76,199,841

Dr. Ronald D. Sugar

 

405,474,763

 

36,661,173

 

932,561

 

76,199,841

Dr. R. Sanders Williams

 

435,010,067

 

7,215,338

 

843,092

 

76,199,841

Item 2 - Advisory Vote to Approve Our Executive Compensation

The advisory vote to approve our executive compensation was approved.

For:

 

412,065,871

Against:

 

29,426,665

Abstain:

 

1,575,961

Broker Non-Votes:

 

76,199,841

Item 3 - Ratification of Selection of Independent Registered Public Accountants

Ernst & Young LLP was ratified as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020. No Broker Non-Votes resulted from the vote on this proposal.

For:

 

496,707,751

Against:

 

21,772,978

Abstain:

 

787,609

Item 4 - Stockholder Proposal

The stockholder proposal to require an independent board chair was not approved.

For:

 

154,260,503

Against:

 

286,991,793

Abstain:

 

1,816,201

Broker Non-Votes:

 

76,199,841

No other matters were submitted for stockholder action.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

AMGEN INC.

             

Date: May 20, 2020

     

By:

 

/s/ Jonathan P. Graham

     

Name:  

 

Jonathan P. Graham

     

Title:

 

Executive Vice President, General Counsel and

Secretary

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