Executive Change · Shareholder Vote

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 31, 2024 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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Board of Directors of Amgen Inc. (the “ Company ”) previously adopted, subject to stockholder approval, the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan (the “ Amended Plan ”), which amends and restates the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan. The Amended Plan was approved by the Company’s stockholders on May 31, 2024 at the Company’s 2024 Annual Meeting of Stockholders (the “ Annual Meeting ”), as described below. The Amended Plan (i) increases the number of shares of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), available for issuance by 31,297,000 shares; (ii) clarifies that dividend equivalents will be paid out in shares of Common Stock only when, and to the extent that, the underlying award is earned and vested; (iii) incorporates the change of control definition in the Company’s equity award grant agreements and provides that awards not assumed or replaced in a change of control will fully vest and, as applicable, become exercisable; and (iv) removes provisions previously required under Section 162(m) of the Internal Revenue Code prior to its repeal under the Tax Cuts and Jobs Act of 2017. The foregoing description of the Amended Plan is qualified in its entirety by reference to the text of such plan, which is included as Appendix C in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 17, 2024 and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on May 31, 2024. 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 12 nominees for director were elected to serve a one-year term expiring at the Company’s 2025 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    393,786,163    4,305,331    691,672    64,114,405 Mr. Robert A. Bradway    372,322,447    24,802,538    1,658,181    64,114,405 Dr. Michael V. Drake    391,321,469    6,684,450    777,247    64,114,405 Dr. Brian J. Druker    394,741,846    3,279,694    761,626    64,114,405 Mr. Robert A. Eckert    377,035,518    20,940,310    807,338    64,114,405 Mr. Greg C. Garland    385,520,806    12,454,659    807,701    64,114,405 Mr. Charles M. Holley, Jr.    383,618,321    14,367,464    797,381    64,114,405 Dr. S. Omar Ishrak    394,581,111    3,432,313    769,742    64,114,405 Dr. Tyler Jacks    387,382,721    10,629,702    770,743    64,114,405 Dr. Mary E. Klotman    396,956,012    1,142,719    684,435    64,114,405 Ms. Ellen J. Kullman    389,710,003    8,345,003    728,160    64,114,405 Ms. Amy E. Miles    387,072,432    10,979,990    730,744    64,114,405 On May 31, 2024, the Board appointed Dr. Klotman, a newly elected director, to serve on the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee, effective June 1, 2024. Item 2 - Advisory Vote to Approve Our Executive Compensation The advisory vote to approve our executive compensation was approved.   For:    372,548,836 Against:    24,800,740 Abstain:    1,433,590 Broker Non-Votes:    64,114,405 Item 3 – To Approve Our Amgen Inc. Second Amended and Restated Equity Incentive Plan Our Amgen Inc. Second Amended and Restated Equity Incentive Plan was approved.   For:    377,156,504 Against:    20,285,985 Abstain:    1,340,677 Broker Non-Votes:    64,114,405 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, 2024. No Broker Non-Votes resulted from the vote on this proposal.   For:    433,632,747 Against:    28,413,909 Abstain:    850,915 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: June 3, 2023   By:         /s/ Jonathan P. Graham     Name:   Jonathan P. Graham     Title:   Executive Vice President and General Counsel and Secretary