AMGN Amgen Inc

On July 29, 2021, the Board of Directors (the “Board”) of Amgen Inc. (the “Company”) appointed S. Omar Ishrak as a director of the Company, effective immediately. Dr. Ishrak is the former Executive Chairman and Chairman of the Board of Directors of Medtronic plc, a global medical technology company. Dr. Ishrak served as Executive Chairman from April 2020, and Chairman of Medtronic from 2011 to December 2020. Dr. Ishrak served as the Chief Executive Officer of Medtronic from 2011 to April 2020. Prior to joining Medtronic, Dr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004.

Dr. Ishrak is Chairman of the Board of Intel Corporation, a multinational corporation and technology company, and Chairman of the Board of Compute Health Acquisition Corporation, a special purpose acquisition company.

Dr. Ishrak will serve as a member of the Board’s Corporate Responsibility and Compliance Committee and its Compensation and Management Development Committee, effective as of July 30, 2021. Following the appointment of Dr. Ishrak, the Board will be composed of 12 directors, 11 of whom are independent.

There are no transactions between Dr. Ishrak (or any member of his immediate family) and the Company (or any of its subsidiaries) and there is no arrangement or understanding between Dr. Ishrak and any other persons or entities pursuant to which Dr. Ishrak was appointed as a director of the Company.

Upon the effective date of his appointment to the Board, Dr. Ishrak will be entitled to our standard director compensation, and, thus, will receive a pro-rated portion of the (i) annual retainer of $105,000 and (ii) committee member meeting retainers of $12,500 through December 31, 2021. Under our director equity program, non-employee directors receive an annual grant of fully vested restricted stock units with a grant date fair value of $210,000 (rounded down to the nearest whole number of shares of stock), measured by the closing market price of a share of Common Stock on the date of grant (the date of the annual meeting of stockholders). Accordingly, Dr. Ishrak will receive a pro-rated portion (10/12) of the annual grant of fully vested restricted stock units on the date that is two business days after the release of the Company’s 2021 second quarter earnings. In accordance with the Company’s policy, Dr. Ishrak will also be entitled to reimbursement of his expenses incurred in connection with attendance at Board and committee meetings and conferences with our senior management.

A copy of the press release announcing Dr. Ishrak’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.