8-KLeadership ChangesShareholder MattersExhibits & Filings

AMGEN INC 8-K Report, Executive Changes (May 13, 2010)

Filed May 13, 2010For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K on May 12, 2010, reporting on key personnel changes and the outcomes of its Annual Stockholder Meeting held on May 11, 2010. The most significant event is the appointment of Thomas Dittrich as Vice President, Finance and Chief Accounting Officer, effective May 12, 2010. Mr. Dittrich, previously VP of International Finance, will now serve as the principal accounting officer. His compensation package includes base salary, incentive plan eligibility, pension contributions, and a comprehensive relocation package due to his move from Switzerland to California. The filing also details the results of Amgen's Annual Meeting of Stockholders. All 13 director nominees were elected, and Ernst & Young LLP was ratified as the independent registered public accountants for fiscal year 2010. Notably, a shareholder proposal regarding shareholder action by written consent was approved, indicating a move towards greater shareholder flexibility in certain corporate governance matters.

Key Highlights

  • 1Amgen appointed Thomas Dittrich as Vice President, Finance and Chief Accounting Officer, effective May 12, 2010.
  • 2Mr. Dittrich will serve as the Company's principal accounting officer, not an executive officer.
  • 3Michael A. Kelly will continue to serve solely as the Company's Acting Chief Financial Officer.
  • 4Mr. Dittrich's compensation includes a base salary of CHF 573,628 (~$520,057), eligibility for a 40% incentive target, and Swiss pension plan contributions.
  • 5A substantial relocation package is provided to Mr. Dittrich for his move from Switzerland to California, including housing, automobile, and education allowances.
  • 6All 13 director nominees were elected by stockholders for a one-year term.
  • 7Ernst & Young LLP was ratified as the independent registered public accountants for fiscal year 2010.
  • 8A shareholder proposal to allow action by written consent was approved.

Frequently Asked Questions

Thomas Dittrich, age 46, has been appointed as Amgen's Vice President, Finance and Chief Accounting Officer, effective May 12, 2010. He will be the company's principal accounting officer. Previously, he served as Amgen's Vice President, International Finance, based in Switzerland.

Mr. Dittrich's compensation includes a base salary of approximately $520,057, eligibility for a management incentive plan, and pension contributions. Additionally, Amgen is providing a significant relocation package covering temporary and long-term housing, an automobile allowance, and education expenses for his children, along with tax equalization to ensure no adverse tax impact.

At the meeting, all 13 director nominees were elected for one-year terms. Ernst & Young LLP was ratified as the independent registered public accountants for fiscal year 2010. A key outcome was the approval of a shareholder proposal allowing for shareholder action by written consent.

The approval of the proposal for shareholder action by written consent suggests that shareholders desire more flexibility in initiating and executing corporate actions outside of formal annual meetings. This could lead to changes in Amgen's corporate governance practices, allowing for certain decisions to be made more efficiently through written consent of shareholders.