8-KLeadership ChangesShareholder Matters

AMGEN INC 8-K Report, Executive Changes (May 22, 2017)

Filed May 22, 2017For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K report on May 22, 2017, detailing outcomes from its Annual Meeting held on May 19, 2017, and a key executive change. The company announced the appointment of Annette L. Such as Vice President and Chief Audit Executive, effective with the second quarter 2017 Form 10-Q filing. Upon this transition, Ms. Such will step down as Chief Accounting Officer, and CFO David W. Meline will assume the role of principal accounting officer until a new CAO is appointed. This change in accounting oversight is a noteworthy operational update for investors to monitor. The Annual Meeting saw all 13 director nominees elected to serve one-year terms, reflecting strong shareholder confidence in the board's composition. Shareholders also ratified Ernst & Young LLP as the independent registered public accountants for the fiscal year ending December 31, 2017. Furthermore, the "say-on-pay" advisory vote to approve executive compensation was approved, and shareholders determined that this vote should occur annually. A significant outcome was the rejection of a stockholder proposal to adopt a majority votes cast standard for matters presented by stockholders.

Key Highlights

  • 1Annette L. Such appointed Vice President and Chief Audit Executive, effective with the Q2 2017 10-Q filing.
  • 2Current Chief Accounting Officer Annette L. Such will step down from her CAO role upon the Q2 2017 10-Q filing.
  • 3CFO David W. Meline will serve as principal accounting officer until a new Chief Accounting Officer is appointed.
  • 4All 13 director nominees were elected for one-year terms.
  • 5Ernst & Young LLP ratified as the independent registered public accountants for the fiscal year ending December 31, 2017.
  • 6Shareholders approved the advisory vote on executive compensation ('say-on-pay').
  • 7Shareholders voted to hold the advisory vote on executive compensation annually.

Frequently Asked Questions

Annette L. Such has been appointed as Vice President and Chief Audit Executive. This appointment is effective upon the filing of Amgen's second quarter 2017 Form 10-Q with the SEC.

Upon Ms. Such stepping down as Chief Accounting Officer, David W. Meline, Executive Vice President and Chief Financial Officer, will serve as the company's principal accounting officer until a new Chief Accounting Officer is appointed.

Key outcomes include the election of all 13 director nominees, the ratification of Ernst & Young LLP as independent auditors, the approval of executive compensation ('say-on-pay'), and the decision to hold future 'say-on-pay' votes annually. A stockholder proposal for a majority votes cast standard was not approved.

The advisory vote to approve Amgen's executive compensation was approved by shareholders. Additionally, shareholders voted in favor of holding this advisory vote on an annual basis.