8-KLeadership Changes

AMGEN INC 8-K Report, Executive Changes (Jul 13, 2007)

Filed July 13, 2007For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K report on July 13, 2007, detailing compensation awards to its executive officers. The Compensation and Management Development Committee approved performance unit awards under the Amended and Restated Amgen Inc. Performance Award Program for the 2007-2009 performance period. These awards are designed to align executive pay with long-term company performance and shareholder value creation. The performance goals are tied to the company's compound annual growth rates for revenue and earnings per share (EPS), as well as total shareholder return (TSR). Specific thresholds must be met for revenue and EPS growth for any award to be payable. The number of performance units earned can range from 0% to 225% of the granted units, depending on the achievement level of these financial and market-based metrics. The actual number of shares payable to executives will only be determined after the performance period concludes and results are evaluated.

Key Highlights

  • 1Amgen's Compensation Committee approved performance unit awards for executives for the 2007-2009 performance period.
  • 2Awards are part of a long-term, stock-based pay-for-performance program designed to incentivize sustained superior operating results and shareholder value.
  • 3Performance goals are based on compound annual growth rates for revenue and earnings per share (EPS), and total shareholder return (TSR).
  • 4Minimum thresholds for revenue and EPS growth must be achieved for any portion of the award to be payable.
  • 5The number of performance units earned can range from 0% to 225% of the initially granted units.
  • 6The ultimate payout in shares will be determined after the performance period and is contingent on meeting specific financial and TSR targets.
  • 7Awards are intended to comply with Section 162(m) of the Internal Revenue Code regarding performance-based compensation.

Frequently Asked Questions

The primary purpose of these performance unit awards is to align executive compensation with the company's long-term financial performance and shareholder value creation. The program is designed to incentivize executives to achieve sustained superior operating results.

The performance metrics include the company's compound annual growth rates for revenue and earnings per share (EPS), and its total shareholder return (TSR) relative to the market. Specific thresholds and targets for these metrics have been pre-established.

Yes, executives can potentially receive up to 225% of their granted performance units. However, this is contingent upon the company achieving specific performance goals for revenue and EPS growth, as well as a maximum percentage rate for total shareholder return. If the company's independent financial performance falls below a certain threshold for either revenue or EPS, no award is payable for that measure.

The exact number of shares payable to each executive will be determined by the Compensation Committee after the 2007-2009 performance period concludes. This determination will be made within six months following the end of the performance period, based on the company's performance against the established goals.