-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzEbFVUd3DbAPoFN/ovueI3vh2nT+jfw8gdBPebbPPjl7yaNWE3qUCH5pAil7UD3 SwDWaspUWE+/aQ5Vwc+aTg== 0001193125-10-093348.txt : 20100426 0001193125-10-093348.hdr.sgml : 20100426 20100426162253 ACCESSION NUMBER: 0001193125-10-093348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100423 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100426 DATE AS OF CHANGE: 20100426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12477 FILM NUMBER: 10770598 BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE STREET 2: MAIL STOP 24-1-B CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 BUSINESS PHONE: (805)313-1762 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE STREET 2: MAIL STOP 24-1-B CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

April 23, 2010

Date of Report (Date of earliest event reported)

 

 

AMGEN INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-12477   95-3540776

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer of

Identification Number)

 

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA

  91320-1799
(Address of Principal Executive Offices)   (Zip Code)

805-447-1000

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 26, 2010, Amgen Inc. (the “Company”) publicly announced the appointment of Robert A. Bradway, the current Chief Financial Officer, to serve as President and Chief Operating Officer. In connection with the promotion of Mr. Bradway, the Company also publicly announced the appointment of Michael A. Kelly, the current Chief Accounting Officer, to the additional position of Acting Chief Financial Officer of the Company. Messrs. Bradway and Kelly will assume these respective offices of the Company on May 11, 2010. In addition, the Company announced that George J. Morrow, Executive Vice President, Global Commercial Operations, has decided to retire effective January 31, 2011. Kevin Sharer, the Company’s current Chief Executive Officer and President will continue to serve as Chief Executive Officer and Chairman of the Board.

Appointment of President and Chief Operating Officer

On April 23, 2010, the Board of Directors of the Company (the “Board”) appointed Robert A. Bradway, age 47, to serve as the Company’s President and Chief Operating Officer effective as of May 11, 2010. Mr. Bradway joined the Company in 2006 as Vice President, Operations Strategy and was appointed Executive Vice President and Chief Financial Officer in April 2007. Previously, Mr. Bradway had an 18 year career at Morgan Stanley in New York and London where he was a managing director in investment banking. Mr. Bradway led Morgan Stanley’s healthcare practice in Europe for several years and also ran Morgan Stanley’s European banking department.

Mr. Bradway does not have an employment agreement with the Company. In connection with Mr. Bradway’s appointment as President and Chief Operating Officer of the Company, he will receive base compensation of $1,000,000, an increase of $82,000 from his current salary, and be eligible to receive an annual bonus, targeted at 100%, up from 80% currently, of base compensation, each effective as of May 11, 2010. In addition, Mr. Bradway received a grant on April 26, 2010 of 6,000 restricted stock units and 43,000 stock options issued pursuant to the Company’s 2009 Equity Incentive Plan (the “2009 Plan”).

Mr. Bradway is eligible to participate in the Company’s long-term compensation plans, savings, retirement, health and welfare plans on the same terms offered to all plan participants.

Appointment of Acting Chief Financial Officer

On April 23, 2010, the Board appointed Michael A. Kelly, age 53, to serve as the Company’s Acting Chief Financial Officer, effective as of May 11, 2010, in addition to his role as Chief Accounting Officer. Mr. Kelly has served as the Company’s Chief Accounting Officer since August 2005. Mr. Kelly also served from August 2005 to May 2007 as Vice President, Corporate Planning & Control and from May 2007 as Vice President, Finance. Mr. Kelly joined the Company in February 2003 as its Vice President, Finance for Process Development, Operations and Quality. From 2000 to 2002, Mr. Kelly was Vice President, Finance and Chief Financial Officer at Tanox, Inc., a biotechnology company. From 1998 to 2000, Mr. Kelly was Corporate Controller at Biogen, Inc., a biotechnology company. From 1981 to 1998, Mr. Kelly progressed through positions of increasing responsibility in finance at Monsanto Life Sciences Company and its subsidiaries ending with his tenure as Vice President, Finance with the Nutrition and Consumer sector.

Mr. Kelly does not have an employment agreement with the Company. His current base salary is $446,505 and he is eligible to participate in the Company’s Management Incentive Plan (“MIP”) at an incentive target of 40% of base salary.

In connection with Mr. Kelly’s assumption of the additional responsibilities of Acting Chief Financial Officer, he will receive base compensation of $490,000, an increase of $43,495 from his current salary. In addition, Mr. Kelly received a grant on April 26, 2010 of 25,000 restricted stock units issued pursuant to the 2009 Plan. Prior to his appointment as Acting Chief Financial Officer, the Company asked Mr. Kelly to relocate to Zug, Switzerland and preparations commenced for this expatriate assignment, including the recent sale of Mr. Kelly’s house. As a result, in connection with Mr. Kelly’s assignment as Acting Chief Financial Officer, the Company will continue to provide Mr. Kelly with a monthly housing allowance of $8,000 agreed to as part of his expatriate assignment.


Mr. Kelly is also eligible to participate in the Company’s long-term compensation plans, savings, retirement, health and welfare plans on the same terms offered to all plan participants.

Decision to Retire by Executive Vice President, Global Commercial Operations

On April 23, 2010, George J. Morrow, 58, Executive Vice President, Global Commercial Operations, announced his decision to retire from the Company effective January 31, 2011.

Additional Information

There are no family relationships between Mr. Bradway or Mr. Kelly and any other director or executive officer of the Company, or with any person selected to become an officer or a director of the Company.

A copy of the press release announcing the appointments of Messrs. Bradway and Kelly and decision to retire by Mr. Morrow is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1 Press Release dated April 26, 2010


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMGEN INC.
Date: April 26, 2010     By:  

/s/    David J. Scott        

    Name:   David J. Scott
    Title:   Senior Vice President, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit

No.

 

Document Description

99.1   Press Release dated April 26, 2010
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

   One Amgen Center Drive

Thousand Oaks, CA 91320-1799

Telephone (805) 447-1000

Fax (805) 499-3507

www.amgen.com

News Release

 

AMGEN APPOINTS ROBERT A. BRADWAY PRESIDENT

AND CHIEF OPERATING OFFICER

THOUSAND OAKS, Calif. (April 26, 2010) – Amgen (NASDAQ: AMGN) today announced that the Board of Directors has appointed Robert A. Bradway president and chief operating officer (COO), effective May 11. In this new role, Bradway will report to Kevin Sharer, Amgen’s chairman and chief executive officer, and will be responsible for the company’s Global Commercial Operations, Manufacturing Operations, Strategy & Corporate Development, Information Technology, Global Government Affairs and Compliance.

Bradway, 47, has served as the company’s executive vice president and chief financial officer (CFO) since April 2007. He joined Amgen in 2006 as vice president, Operations Strategy. Prior to joining the company, he was a managing director at Morgan Stanley in London where he had responsibility for the firm’s banking department and corporate finance activities in Europe. Bradway joined Morgan Stanley in New York as a health care industry investment banker in 1985 and moved to London in 1990 where he served as head of the firm’s international health care investment banking activities until assuming broader corporate finance management responsibilities.

The company also announced that George J. Morrow, 58, executive vice president of Global Commercial Operations, will retire effective January 31, 2011. Until that time, Morrow will be reporting to Sharer and will be involved in the preparations for the company’s launch of ProliaTM (denosumab) and work on a variety of strategic projects.

“Bob Bradway is an outstanding executive with significant potential who is Amgen’s new President and COO. He earned it,” Sharer said. “We note with deep appreciation and respect the exceptional accomplishment and contribution of George Morrow to the success of Amgen during the last decade as we grew from $3.6 billion to $15 billion in revenue and served over 18 million patients worldwide. George will be focused on the success of ProliaTM worldwide for the balance of the year and will work with Bob and me on strategic initiatives and public policy. The new commercial leadership team that will report to Bob and take over day-to-day responsibility from George is seasoned and ready,” Sharer added.

 

- MORE -


Page 2

 

Morrow became executive vice president of Worldwide Sales and Marketing for Amgen in January 2001, and executive vice president, Global Commercial Operations in April 2003. Prior to Amgen, he was president and chief executive officer of Glaxo Wellcome Inc., a subsidiary of GlaxoSmithKline plc.

Effective May 11, Michael A. Kelly, 53, Amgen’s vice president of Finance and chief accounting officer, will serve as acting CFO. Kelly joined Amgen in 2003 and has served as chief accounting officer since 2005.

“Michael Kelly is an able and experienced financial executive who will be the interim CFO reporting to me as we conduct an external search for a permanent CFO,” Sharer said.

About Amgen

Amgen discovers, develops, manufactures and delivers innovative human therapeutics. A biotechnology pioneer since 1980, Amgen was one of the first companies to realize the new science’s promise by bringing safe and effective medicines from lab, to manufacturing plant, to patient. Amgen therapeutics have changed the practice of medicine, helping millions of people around the world in the fight against cancer, kidney disease, rheumatoid arthritis, and other serious illnesses. With a deep and broad pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically improve people’s lives. To learn more about our pioneering science and our vital medicines, visit http://www.amgen.com/.

CONTACT: Amgen, Thousand Oaks

David Polk, 805-447-4613 (media)

Arvind Sood, 805-447-1060 (investors)

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