8-KLeadership ChangesExhibits & Filings

AMGEN INC 8-K Report, Executive Changes (Jan 9, 2014)

Filed January 9, 2014For Securities:AMGN

Summary

Amgen Inc. announced a significant change in its executive leadership with the departure of its Chief Financial Officer, Jonathan M. Peacock, effective January 10, 2014. Mr. Peacock will remain with the company in a non-executive capacity until May 2014 to ensure a smooth transition. The company has outlined a severance package for Mr. Peacock, including a lump sum payment, COBRA reimbursement, career transition services, and a pro-rata payment for unvested equity awards based on a $113 per share stock price. Concurrently, Michael A. Kelly, currently the Vice President of Commercial Operations, has been appointed as the Acting Chief Financial Officer, also effective January 10, 2014. Mr. Kelly brings extensive financial experience to the role, having previously served as Acting CFO and in various other finance leadership positions within Amgen. He will receive a $1 million restricted stock unit grant upon assuming his new responsibilities, vesting in 2014 and 2015, and will retain his current base salary and incentive plan eligibility.

Key Highlights

  • 1Jonathan M. Peacock is stepping down as Chief Financial Officer, effective January 10, 2014.
  • 2Michael A. Kelly has been appointed Acting Chief Financial Officer, effective January 10, 2014.
  • 3Mr. Peacock will remain with Amgen in a non-executive role until May 2014 to assist with the transition.
  • 4Mr. Peacock is entitled to a severance package including salary continuation, COBRA reimbursement, career services, and a pro-rata equity payment.
  • 5The pro-rata equity payment for Mr. Peacock is calculated using a stock price of $113 per share.
  • 6Mr. Kelly will receive a $1 million restricted stock unit grant upon assuming the Acting CFO role, vesting in installments in June 2014 and June 2015.
  • 7Mr. Kelly will retain his current base salary of $509,796 and remains eligible for incentive plans.

Frequently Asked Questions

The filing states that Mr. Peacock is stepping down as Chief Financial Officer. While the specific reasons for his departure are not detailed, he will remain with the company in a non-executive capacity until May 2014 to facilitate a transition. Information regarding his severance package is provided.

Michael A. Kelly, who was previously the Vice President of Commercial Operations, has been appointed as the Acting Chief Financial Officer. He will assume this role effective January 10, 2014. Mr. Kelly has prior experience as an Acting CFO for Amgen.

Upon termination of his employment, Mr. Peacock is eligible for a severance package including a lump sum payment (1.5x base salary + target annual incentive), COBRA medical coverage reimbursement for up to 18 months, career transition services for up to 12 months, a pro-rata payment for unvested equity awards based on a $113 stock price, and potential hourly compensation for further transition assistance.

Mr. Kelly will receive a grant of restricted stock units valued at $1 million, which will vest in two 50% installments on June 30, 2014, and June 30, 2015. He will maintain his current base salary of $509,796 and his eligibility for the Management Incentive Plan and other long-term compensation and benefits plans.