8-KLeadership ChangesExhibits & Filings

AMGEN INC 8-K Report, Executive Changes (Oct 3, 2008)

Filed October 3, 2008For Securities:AMGN

Summary

Amgen Inc. (AMGN) announced on October 2, 2008, a key change in its Board of Directors. François de Carbonnel has been appointed as a new director, effective immediately. Mr. de Carbonnel brings a strong background as a consultant and corporate financial advisor, with extensive experience serving on the boards of various international companies, including Thomson S.A. His appointment is expected to add valuable financial and strategic oversight to Amgen's governance. This appointment comes with specific compensation arrangements for Mr. de Carbonnel, including a prorated annual retainer, meeting attendance fees, and expense reimbursement. He will also receive an initial grant of 20,000 stock options and is eligible for future annual grants of restricted stock units and stock options as part of the company's non-employee director equity incentive programs. Mr. de Carbonnel will serve on the Audit and Governance and Nominating Committees, further integrating him into the company's oversight functions.

Key Highlights

  • 1Amgen Inc. appointed François de Carbonnel as a new director to its Board of Directors, effective October 2, 2008.
  • 2Mr. de Carbonnel is a seasoned consultant and corporate financial advisor with experience on multiple international boards, including Thomson S.A.
  • 3He has been appointed as a member of the Audit and Governance and Nominating Committees of the Board.
  • 4Mr. de Carbonnel will receive a prorated director's compensation package, including an annual retainer and meeting attendance fees.
  • 5He will be granted an inaugural award of 20,000 stock options.
  • 6Mr. de Carbonnel is also eligible for annual grants of restricted stock units and stock options under Amgen's director equity incentive programs.
  • 7There are no reported related-party transactions between Mr. de Carbonnel and Amgen.

Frequently Asked Questions

François de Carbonnel was appointed as a new director to Amgen's Board. He is a consultant and corporate financial advisor with significant experience on the boards of various international companies, including Thomson S.A. His appointment is intended to bring his financial expertise and governance experience to Amgen's oversight.

Mr. de Carbonnel will receive a prorated portion of the non-employee director's annual retainer, fees for attending Board and committee meetings (in-person and telephonic), and reimbursement for expenses. Additionally, he will receive an initial grant of 20,000 stock options and is eligible for annual equity grants under Amgen's existing director compensation plans.

While the appointment itself doesn't directly impact historical financial statements, the compensation awarded to Mr. de Carbonnel, including stock options and future equity grants, will be recognized as a non-cash compensation expense in future periods according to accounting standards for equity awards.

Mr. de Carbonnel will serve as a member of Amgen's Audit and Governance and Nominating Committees.