Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 12, 2010

 

 

AMGEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-12477   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)

N/A

(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 Instruction 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2010, Amgen Inc. (the “Company”) publicly announced the appointment of Thomas Dittrich, age 46, to serve as the Company’s Vice President, Finance and Chief Accounting Officer effective as of May 12, 2010. Mr. Dittrich will be the Company’s principal accounting officer; he will not be an executive officer of the Company. Upon Mr. Dittrich’s appointment as the Company’s Vice President, Finance and Chief Accounting Officer, Michael A. Kelly will serve solely as the Company’s Acting Chief Financial Officer.

Appointment of Chief Accounting Officer

On May 12, 2010, the Board of Directors of the Company (the “Board”) appointed Thomas Dittrich, age 46, to serve as the Company’s Vice President, Finance and Chief Accounting Officer effective as of May 12, 2010. Mr. Dittrich has served as the Company’s Vice President, International Finance, in the Company’s offices in Zug, Switzerland, since his hiring in April 2006. From 1998 until 2006, Mr. Dittrich progressed through various positions of increasing responsibility at Dell Inc., a computer technology company, ending his tenure at Dell Inc. as Director of Planning and Accounting for Dell Europe, Middle East & Africa.

Mr. Dittrich does not have an employment agreement with the Company. His current base compensation is Swiss Francs (“CHF”) 573,628, or approximately $520,057, and he is eligible to participate in the Company’s management incentive plan at an incentive target of 40% of base compensation. In addition, the Company will continue to make contributions of 15.84% to the Swiss BVG Pension Plan on behalf of Mr. Dittrich.

Prior to his appointment as the Chief Accounting Officer, Mr. Dittrich agreed to relocate on an assignment to the Company’s offices in Thousand Oaks, California. To facilitate Mr. Dittrich’s relocation to the U.S. and because his relocation is to occur earlier than anticipated, he will receive: (i) an allowance not to exceed $22,500 for hotel accommodation pending availability of long-term housing; (ii) a long-term housing allowance not to exceed $10,500 per month, which will be offset by a monthly contribution by Mr. Dittrich of CHF 4,402 (periodically adjusted), or approximately $3,991, upon any sale or lease of his current residence; (iii) an automobile allowance of a one-time $55,000 lump sum; (iv) reimbursement of education expenses of his children of approximately $89,000 per year and a one-time $7,400 lump sum educational allowance; (v) reimbursement of expenses to facilitate his family’s relocation of approximately $5,000; and (vi) $46,000 for incidental expenses and appliance costs. The Company’s standard relocation tax equalization policy will apply to Mr. Dittrich to ensure no greater or lesser tax burden during his assignment in the U.S.

Mr. Dittrich is eligible to participate in the Company’s long-term compensation plans and health and welfare plans on the same terms offered to all plan participants.

Additional Information

There are no family relationships between Mr. Dittrich and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company.

 

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

The Company held its Annual Meeting of Stockholders on May 12, 2010. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

 

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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 2011 Annual Meeting of Stockholders.

 

Name

   Votes For    Votes Against    Abstain    Broker Non-
Votes

Dr. David Baltimore

   681,733,225    36,061,502    2,402,201    108,374,093

Mr. Frank J. Biondi, Jr.

   695,311,269    22,249,753    2,635,907    108,374,092

Mr. François de Carbonnel

   707,355,391    10,325,862    2,515,674    108,374,094

Mr. Jerry D. Choate

   703,524,901    14,161,238    2,510,788    108,374,094

Dr. Vance D. Coffman

   706,932,503    10,757,252    2,507,173    108,374,093

Mr. Frederick W. Gluck

   703,467,685    14,231,041    2,498,202    108,374,093

Dr. Rebecca M. Henderson

   685,821,065    31,997,788    2,378,074    108,374,094

Mr. Frank C. Herringer

   689,772,103    27,729,326    2,695,499    108,374,093

Dr. Gilbert S. Omenn

   652,101,643    65,652,803    2,442,483    108,374,092

Ms. Judith C. Pelham

   704,749,190    13,014,656    2,433,081    108,374,094

Admiral J. Paul Reason, USN (Retired)

   706,386,385    11,362,126    2,448,417    108,374,093

Mr. Leonard D. Schaeffer

   707,020,813    10,712,120    2,460,995    108,377,093

Mr. Kevin W. Sharer

   686,149,675    31,468,404    2,578,850    108,374,092

Item 2 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, 2010.

 

For:

  817,865,794      

Against:

  7,408,314      

Abstain

  3,264,112      

Item 3 Stockholder Proposals

Stockholder Proposal #1

The stockholder proposal relating to shareholder action by written consent was approved by approximately 62.66 percent of the votes cast “For” the proposal and 46.45 percent of the votes outstanding “For” the proposal.

 

For:

  451,275,350    

Against:

  264,354,645    

Abstain

  4,555,584    

Broker Non-Votes:

  108,375,886    

Stockholder Proposal #2

The stockholder proposal relating to a post-termination stock retention policy was not approved by approximately 26.27 percent of the votes cast “For” the proposal and 19.48 percent of the votes outstanding “For” the proposal.

 

For:

  189,219,876    

Against:

  521,626,380    

Abstain

  9,332,590    

Broker Non-Votes:

  108,391,175    

 

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No other matters were submitted for stockholder action.

A copy of the press release announcing the appointment of Mr. Dittrich and the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release, dated May 12, 2010

 

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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 12, 2010    
  By:  

/s/ David J. Scott

  Name:   David J. Scott
  Title:   Senior Vice President, General Counsel and
    Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Document Description

99.1    Press Release, dated May 12, 2010