8-KLeadership ChangesExhibits & Filings

AMGEN INC 8-K Report, Executive Changes (Jul 10, 2009)

Filed July 10, 2009For Securities:AMGN

Summary

Amgen Inc. (AMGN) has filed an 8-K report on July 9, 2009, to announce a key addition to its Board of Directors. The company appointed Rebecca M. Henderson as a new director, effective immediately. Dr. Henderson brings a wealth of expertise in technology strategy and the strategic challenges faced by high-tech industries, stemming from her faculty position at Harvard Business School and prior professorship at MIT. Her appointment is expected to enhance the company's strategic guidance. Dr. Henderson's compensation as a director includes a pro-rated annual retainer, meeting attendance fees, and expense reimbursements. Significantly, she will receive an initial grant of 20,000 stock options and will participate in the company's standard director equity incentive programs, including annual grants of restricted stock units and stock options. These equity awards are designed to align her interests with those of shareholders and are subject to vesting schedules based on her tenure.

Key Highlights

  • 1Amgen appointed Rebecca M. Henderson to its Board of Directors, effective July 9, 2009.
  • 2Dr. Henderson is a Professor at Harvard Business School with expertise in technology strategy.
  • 3She previously served as a Professor at MIT Sloan School of Management.
  • 4Dr. Henderson will serve on the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee.
  • 5There are no disclosed conflicts of interest or related party transactions involving Dr. Henderson.
  • 6Her compensation includes a pro-rated director retainer, meeting fees, and expense reimbursement.
  • 7Dr. Henderson will receive an initial grant of 20,000 stock options and participate in the company's standard director equity incentive plans, including restricted stock units and additional stock options.

Frequently Asked Questions

Rebecca M. Henderson is a new director appointed to Amgen's Board. She is a Professor at Harvard Business School, specializing in technology strategy and the strategic problems faced by firms in high-tech industries. Prior to her role at Harvard, she was a Professor of Management at MIT's Sloan School of Management for over two decades.

Dr. Henderson has been appointed to serve as a member of the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee of Amgen's Board of Directors.

As a new non-employee director, Dr. Henderson will receive a pro-rated annual retainer of $55,000, along with fees for attending Board and committee meetings (in-person or telephonically). She will also be reimbursed for expenses. Additionally, she will receive an initial grant of 20,000 stock options and participate in the company's annual equity grants for directors, which include restricted stock units and stock options.

The filing explicitly states that there are no transactions between Dr. Henderson (or her immediate family) and Amgen, nor are there any arrangements or understandings with other persons or entities regarding her appointment. She is also a director of IDEXX Laboratories, Inc.