8-KCorporate ChangesExhibits & Filings

AMGEN INC 8-K Report, Bylaw Amendment (Feb 20, 2007)

Filed February 20, 2007For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K on February 20, 2007, reporting key amendments to its Amended and Restated Bylaws, effective February 14, 2007. The most significant change is the adoption of a majority voting standard for directors in uncontested elections. This means that in such elections, a director nominee must receive more votes 'for' than votes 'against' to be elected. If a nominee fails to achieve this majority, they are required to tender their resignation, which the Board of Directors will then review and decide upon within 90 days, with the decision and rationale to be publicly disclosed. Additionally, the company amended its bylaws to allow the Board of Directors to set the size of the Board by resolution, removing the need for a bylaw amendment. This provides greater flexibility in managing board composition. These changes reflect an effort to enhance corporate governance and shareholder engagement, particularly concerning director accountability.

Key Highlights

  • 1Amgen Inc. adopted a majority voting standard for directors in uncontested elections, replacing the previous plurality standard.
  • 2Under the new majority voting rule, directors failing to receive more 'for' than 'against' votes in an uncontested election must tender their resignation.
  • 3The Board will review tendered resignations and publicly disclose its decision and rationale within 90 days.
  • 4The plurality voting standard remains in place for contested director elections.
  • 5The company's bylaws were amended to grant the Board the authority to determine its size by resolution, rather than requiring a bylaw amendment.
  • 6These bylaw amendments became effective upon adoption by the Board on February 14, 2007.
  • 7A press release dated February 15, 2007, further details these bylaw amendments regarding majority voting.

Frequently Asked Questions

The primary change is the adoption of a majority voting standard for directors in uncontested elections. This means nominees must receive more votes 'for' than 'against' them to be elected in situations where there are no opposing candidates.

If a director nominee fails to receive a majority of the votes cast 'for' their election in an uncontested scenario, they are required to promptly tender their resignation to the Board. The Board will then review this resignation and publicly announce its decision, along with the reasoning, within 90 days.

The new majority voting standard applies only to uncontested elections. The previous plurality voting standard will continue to be used in contested elections, where there are more nominees than open board seats.

Amgen's bylaws were amended to remove a specific number of authorized directors. This allows the Board of Directors to set its own size through a resolution, offering more flexibility in managing board composition without needing to amend the bylaws.