Summary
Amgen Inc. (AMGN) filed an 8-K on October 7, 2009, to report an amendment to its corporate bylaws. The primary change, effective October 6, 2009, empowers stockholders who collectively own at least 15% of the company's outstanding common stock to request a special meeting of stockholders. This is a significant shift from the previous bylaws, which did not permit stockholders to call special meetings. This amendment aims to provide shareholders with a greater voice in corporate governance, allowing them to convene special meetings under specific conditions. The bylaws also include exceptions to prevent the abuse of this provision, such as limiting calls for meetings close to annual meetings or when similar matters have been recently addressed. Additionally, technical amendments were made to align the bylaws with recent changes in Delaware General Corporation Law regarding stockholder meeting record dates.
Key Highlights
- 1Amgen's Board of Directors approved an amendment to the company's bylaws on October 6, 2009.
- 2The key amendment allows stockholders owning at least 15% of outstanding common stock to request a special meeting.
- 3This provision grants shareholders a new mechanism for convening special meetings, previously not allowed.
- 4Certain exceptions are included to prevent the misuse of the special meeting request provision.
- 5Technical amendments were also made to conform bylaws with updated Delaware General Corporation Law.
- 6The changes aim to enhance shareholder rights and participation in corporate governance.