UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered under Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | Election of Directors. |
On August 3, 2022, the Board of Directors (the “Board”) of Amgen Inc. (the “Company”) appointed Michael V. Drake as a director of the Company, effective immediately. Dr. Drake is the President of the University of California, having served in this position since August 2020. Prior to this, Dr. Drake was President of The Ohio State University from 2014 to June 2020. From 2005 to 2014, Dr. Drake was Chancellor of the University of California, Irvine and also a Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education).
Dr. Drake will serve as a member of the Board’s Corporate Responsibility and Compliance Committee and its Governance and Nominating Committee. Following the appointment of Dr. Drake, the Board will be composed of 13 directors, 12 of whom are independent.
There are no transactions between Dr. Drake (or any member of his immediate family) and the Company (or any of its subsidiaries) and there is no arrangement or understanding between Dr. Drake and any other persons or entities pursuant to which Dr. Drake was appointed as a director of the Company.
Upon the effective date of his appointment to the Board, Dr. Drake will be entitled to our standard director compensation, and, thus, will receive a pro-rated portion of the (i) annual retainer of $105,000 and (ii) committee member meeting retainers of $12,500 through December 31, 2022. Under our director equity program, non-employee directors receive an annual grant of fully vested restricted stock units with a grant date fair value of $210,000 (rounded down to the nearest whole number of shares of stock), measured by the closing market price of a share of Common Stock on the date of grant (the date of the annual meeting of stockholders). Accordingly, Dr. Drake will receive a pro-rated portion (9/12) of the annual grant of fully vested restricted stock units on the date that is two business days after the release of the Company’s 2022 second quarter earnings. In accordance with the Company’s policy, Dr. Drake will also be entitled to reimbursement of his expenses incurred in connection with attendance at Board and committee meetings and conferences with our senior management.
A copy of the press release announcing Dr. Drake’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Document Description | |
| 99.1 | Press release dated August 3, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMGEN INC. | ||||||
| Date: August 3, 2022 | By: | /s/ Jonathan P. Graham | ||||
| Name: | Jonathan P. Graham | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||