8-KLeadership ChangesExhibits & Filings

AMGEN INC 8-K Report, Executive Changes (May 8, 2009)

Filed May 8, 2009For Securities:AMGN

Summary

Amgen Inc. has filed an 8-K report detailing the approval of its 2009 Equity Incentive Plan (the "2009 Plan") by its stockholders at the 2009 Annual Meeting. This new plan replaces all prior equity incentive and compensation plans, meaning no further awards will be issued under the old plans after May 6, 2009. The 2009 Plan is designed to provide a flexible framework for awarding various equity-based incentives, including stock options, restricted stock, and performance awards, to employees, directors, and consultants. It aims to align executive and employee interests with those of shareholders and is structured to comply with tax regulations, particularly Section 162(m) of the Internal Revenue Code, to ensure certain awards qualify as performance-based compensation.

Key Highlights

  • 1Stockholders approved the Amgen Inc. 2009 Equity Incentive Plan (2009 Plan) at the 2009 Annual Meeting.
  • 2The 2009 Plan replaces all previous equity compensation plans, and no new awards will be granted under the prior plans.
  • 3The plan authorizes the issuance of up to 100 million shares of Amgen common stock.
  • 4Awards under the 2009 Plan are administered by the Compensation Committee or other designated Board committees, ensuring oversight by independent directors.
  • 5The plan permits a variety of award types, including stock options, restricted stock, restricted stock units, and performance-based awards.
  • 6The structure of the 2009 Plan is intended to allow awards to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.
  • 7Specific limitations exist on awards per participant annually, including a maximum of 4 million shares and $15 million in cash for performance-based awards.

Frequently Asked Questions

The primary purpose of the 2009 Equity Incentive Plan is to provide a unified and flexible framework for granting equity-based compensation to eligible employees, directors, and consultants. This is intended to attract, retain, and motivate key talent by aligning their interests with those of Amgen's shareholders and to reward them for the company's performance.

The 2009 Plan authorizes the issuance of one hundred million (100,000,000) shares of Amgen's common stock. This pool may be adjusted based on shares subject to awards granted under prior plans after December 31, 2008, and subsequent forfeitures or expirations.

The plan will be administered by the Compensation and Management Development Committee of Amgen's Board of Directors, which will consist of outside directors meeting specific independence and qualification criteria. The Board, or delegated committees, will have the authority to determine eligibility, award types, terms, and vesting conditions.

The 2009 Plan allows for a broad range of equity awards, including incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance-based awards, dividend equivalents, stock payments, and deferred stock awards.