8-KLeadership Changes

AMGEN INC 8-K Report, Executive Changes (Feb 3, 2017)

Filed February 3, 2017For Securities:AMGN

Summary

Amgen Inc. (AMGN) announced a key change to its Board of Directors on February 1, 2017, with the appointment of Charles M. Holley Jr. Mr. Holley brings extensive financial leadership experience, having previously served as Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc. His appointment strengthens the Board's financial expertise and governance capabilities. Following his addition, the Board will consist of 15 directors, with a strong majority of 14 being independent, underscoring Amgen's commitment to robust corporate governance. Mr. Holley's compensation structure as a director has also been detailed, including an annual retainer, meeting attendance fees, and equity awards. Specifically, he will receive an annual retainer of $100,000 and is eligible for committee meeting fees. He will also receive an annual grant of restricted stock units valued at $200,000, which vest immediately. These details provide transparency into the financial arrangements related to his directorship.

Key Highlights

  • 1Amgen Inc. appointed Charles M. Holley Jr. to its Board of Directors, effective February 1, 2017.
  • 2Mr. Holley's extensive financial background includes serving as EVP and CFO of Wal-Mart Stores, Inc.
  • 3His appointment will increase the Board size to 15 directors.
  • 4Following the appointment, 14 out of 15 directors will be independent, enhancing corporate governance.
  • 5Mr. Holley will serve on the Audit Committee and the Corporate Responsibility and Compliance Committee.
  • 6Director compensation includes an annual retainer of $100,000 and meeting attendance fees.
  • 7Mr. Holley will receive an annual grant of restricted stock units valued at $200,000, which vest immediately.

Frequently Asked Questions

Charles M. Holley Jr. is a newly appointed director to Amgen's Board. He has a significant financial background, most recently serving as the Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc. from November 2010 to December 2015. He also held various other senior finance and controller roles at Walmart.

Mr. Holley's appointment will bring Amgen's Board of Directors to a total of 15 members. Crucially, it will also ensure that 14 out of the 15 directors are independent, reinforcing the company's commitment to strong corporate governance.

Mr. Holley has been appointed to serve as a member of the Board's Audit Committee and the Corporate Responsibility and Compliance Committee.

Mr. Holley will receive an annual retainer of $100,000. He will also be compensated $2,000 for in-person committee meeting attendance and $1,000 for telephonic attendance, with reimbursement for related expenses. Additionally, he is entitled to an annual grant of restricted stock units with a fair value of $200,000, which vest immediately.