8-KThe WireRoutine
Shareholder Vote
Filed May 22, 2023 · 3y ago · Accession 0001193125-23-150659
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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, 2023
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)
Registrant’s telephone number, including area code
(805) 447-1000
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:
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication 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 Stock Market LLC
2.000% Senior Notes due 2026
AMGN26
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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, 2023. 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 13 nominees for director were elected to serve a one-year term expiring at the Company’s 2024 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
394,173,521
3,600,031
713,436
64,052,659
Mr. Robert A. Bradway
370,844,134
24,470,758
3,172,096
64,052,659
Dr. Michael V. Drake
393,354,813
4,340,821
791,354
64,052,659
Dr. Brian J. Druker
394,385,167
3,320,183
781,638
64,052,659
Mr. Robert A. Eckert
366,786,098
30,895,580
805,310
64,052,659
Mr. Greg C. Garland
348,891,130
48,785,661
810,197
64,052,659
Mr. Charles M. Holley, Jr.
375,952,849
21,719,176
814,963
64,052,659
Dr. S. Omar Ishrak
394,074,365
3,631,310
781,313
64,052,659
Dr. Tyler Jacks
388,385,762
9,306,550
794,676
64,052,659
Ms. Ellen J. Kullman
382,005,978
15,755,078
725,932
64,052,659
Ms. Amy E. Miles
379,723,549
18,027,013
736,426
64,052,659
Dr. Ronald D. Sugar
361,610,515
36,064,512
811,961
64,052,659
Dr. R. Sanders Williams
380,631,476
17,063,281
792,231
64,052,659
Item 2 - Advisory Vote on the Frequency of Future Stockholder Advisory Votes to Approve Executive Compensation
One year was selected for the advisory vote on the frequency of future stockholder advisory votes to approve executive compensation based upon the following votes:
One Year:
390,912,836
Two Years:
888,684
Three Years:
5,869,436
Abstain:
816,032
Broker Non-Votes:
64,052,659
Consistent with our Board of Directors’ recommendation in our 2023 Proxy Statement and the vote of our stockholders, our Board of Directors has determined that the stockholder advisory vote on executive compensation will occur on an annual basis (every “one year”).
Item 3 - Advisory Vote to Approve Our Executive Compensation
The advisory vote to approve our executive compensation was approved.
For:
371,994,642
Against:
23,910,086
Abstain:
2,582,260
Broker Non-Votes:
64,052,659
Item 4 - 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, 2023. No Broker Non-Votes resulted from the vote on this proposal.
For:
438,448,567
Against:
23,252,562
Abstain:
838,518
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 22, 2023
By:
/s/ Jonathan P. Graham
Name:
Jonathan P. Graham
Title:
Executive Vice President and General Counsel and Secretary
Filing details
- Company
- AMGEN INC
- Ticker
- AMGN
- CIK
- 318154
- Form type
- 8-K
- Filing date
- May 22, 2023
- Report date
- May 19, 2023
- Document
- d483298d8k.htm
- Size
- 201 KB