Summary
Amgen Inc. (AMGN) filed an 8-K on July 13, 2006, reporting on two key corporate governance and employee benefits changes approved by its Board of Directors on July 11, 2006. The first pertains to the Amgen Retirement and Savings Plan, where a "Second Amendment" was approved to make employee "catch-up contributions" (for those aged 50 and over) eligible for the company match, up to the plan's 5% limit. This change simplifies the year-end reconciliation process for these contributions and is not expected to increase costs for the company. The second significant update concerns the company's stockholder rights plan, often referred to as a "poison pill." The Board approved an amendment to accelerate the final expiration date of the existing rights to July 31, 2006. Furthermore, Amgen adopted a new policy statement requiring stockholder approval before adopting future rights plans, with specific provisions for exceptions under certain circumstances by independent directors, mandating either ratification or expiration within one year if adopted without prior approval.
Key Highlights
- 1Amgen's Compensation Committee approved the Second Amendment to the Amgen Retirement and Savings Plan, effective January 1, 2006.
- 2The amendment allows "catch-up contributions" (from participants aged 50+) to be eligible for the Company match, up to a 5% limit.
- 3This change is intended to simplify the plan's year-end reconciliation process for catch-up contributions.
- 4The company is accelerating the expiration date of its existing stockholder rights plan to July 31, 2006.
- 5Amgen's Board adopted a new policy requiring stockholder approval for future stockholder rights plans.
- 6Exceptions to the stockholder approval requirement are allowed if a majority of independent directors deem it in the company's best interest, with specific provisions for ratification or timely expiration.