8-KLeadership Changes

AMGEN INC 8-K Report, Executive Changes (Mar 7, 2011)

Filed March 7, 2011For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K on March 7, 2011, reporting on executive compensation decisions made by its Compensation and Management Development Committee on March 2, 2011. The key focus is on the approval of performance units for the 2011-2013 period and the 2010 annual cash incentive awards for executives. The company is shifting its long-term incentive structure to focus solely on Total Shareholder Return (TSR) relative to a comparator group, eliminating previous metrics like revenue and adjusted EPS to align more closely with long-term stockholder interests. The filing also details the company's 2010 performance against its Global Management Incentive Plan (GMIP) goals, which resulted in a composite score of 139.1%. The Compensation Committee exercised negative discretion in approving the 2010 Executive Incentive Plan (EIP) awards, meaning actual payouts were less than the maximum potential awards, though they were determined based on the GMIP goals. Specific award amounts for named executive officers for 2010 are provided, along with the grant of performance units for the 2011-2013 period.

Key Highlights

  • 1Amgen is changing its long-term incentive plan (2011-2013 Performance Period) to exclusively measure performance based on Total Shareholder Return (TSR) relative to a chosen comparator group.
  • 2The new performance goals for 2011-2013 eliminate previous metrics like single-year revenue and adjusted earnings per share (EPS) to emphasize longer-term stockholder alignment.
  • 3Performance units for the 2011-2013 period have been granted to named executive officers, with Kevin Sharer receiving the largest grant of 120,000 performance units.
  • 4The company approved 2010 annual cash incentive awards under the Executive Incentive Plan (EIP) for executives.
  • 5Amgen's 2010 performance against its Global Management Incentive Plan (GMIP) goals achieved a composite score of approximately 139.1% across various metrics including revenue growth, EPS growth, Denosumab advancement, pipeline delivery, and international expansion.
  • 6The Compensation Committee exercised negative discretion on 2010 EIP awards, meaning actual payouts were below the maximum potential awards, though aligned with GMIP performance.
  • 7Specific 2010 EIP award amounts are disclosed for named executive officers, totaling over $7 million.

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