8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 22, 2018

AMGEN INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37702	95-3540776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Amgen Center Drive Thousand Oaks, California	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 (see General Instruction A.2. below):

☐ 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))

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 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 22, 2018. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Item 1 - Election of Directors

Each of the following 13 nominees for director were elected to serve a one-year term expiring at the Company’s 2019 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.

Name	Votes For		Votes Against		Abstain		Broker Non- Votes
Dr. Wanda M. Austin		503,998,322		1,532,975		1,723,098		94,370,662
Mr. Robert A. Bradway		482,683,636		20,533,009		4,037,750		94,370,662
Dr. Brian J. Druker		503,925,059		1,533,025		1,796,311		94,370,662
Mr. Robert A. Eckert		501,741,752		3,699,625		1,813,018		94,370,662
Mr. Greg C. Garland		476,663,767		28,167,830		2,422,798		94,370,662
Mr. Fred Hassan		500,457,465		4,980,779		1,816,151		94,370,662
Dr. Rebecca M. Henderson		504,038,046		1,495,588		1,720,761		94,370,662
Mr. Frank C. Herringer		495,141,239		10,256,977		1,856,179		94,370,662
Mr. Charles M. Holley, Jr.		503,698,630		1,693,900		1,861,865		94,370,662
Dr. Tyler Jacks		503,383,287		2,095,894		1,775,214		94,370,662
Ms. Ellen J. Kullman		501,410,925		4,122,120		1,721,350		94,370,662
Dr. Ronald D. Sugar		500,052,710		5,358,047		1,843,638		94,370,662
Dr. R. Sanders Williams		502,911,983		2,505,438		1,836,974		94,370,662

Item 2 - Advisory Vote to Approve Our Executive Compensation

The advisory vote to approve our executive compensation was approved.

For:	479,909,273
Against:	24,226,081
Abstain:	3,119,041
Broker Non-Votes:	94,370,662

Item 3 - Ratification of Selection of Independent Registered Public Accountants

Ernst & Young LLP was ratified as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018. No Broker Non-Votes resulted from the vote on this proposal.

For:	588,359,686
Against:	11,221,423
Abstain:	2,043,948

Item 4 - Stockholder Proposal

The stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies are integrated into our executive incentive compensation was not approved.

For:	129,536,872
Against:	371,541,053
Abstain:	6,176,470
Broker Non-Votes:	94,370,662

No other matters were submitted for stockholder action.

A copy of the press release announcing the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated May 22, 2018

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated May 22, 2018

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: May 22, 2018	By:	/s/ Jonathan P. Graham
	Name:	Jonathan P. Graham
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

  News Release Exhibit 99.1   One Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone 805-447-1000 www.Amgen.com  

AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL

MEETING OF STOCKHOLDERS

THOUSAND OAKS, Calif. (May 22, 2018) - Amgen (NASDAQ:AMGN) today announced voting results from the Company’s Annual Meeting of Stockholders, held in Westlake Village, Calif. Approximately 90 percent of outstanding shares were represented at the meeting.

The director nominees Wanda M. Austin, Robert A. Bradway, Robert A. Eckert, Greg C. Garland, Fred Hassan, Rebecca M. Henderson, Frank C. Herringer, Charles M. Holley, Jr., Tyler Jacks, Ellen J. Kullman, Ronald D. Sugar, and R. Sanders Williams were each re-elected to Amgen’s Board of Directors. Brian J. Druker, a new nominee for director, was also elected. Each director received approximately 94 percent or more of the votes cast “For.” Also at the meeting, retiring directors David Baltimore and François de Carbonnel were recognized for their contributions while on the Board. With the re-election of all of the director nominees, the election of Dr. Druker, and Dr. Baltimore’s and Mr. de Carbonnel’s retirements, Amgen currently has 13 directors.

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, commonly known as “Say on Pay.” The non-binding proposal gives stockholders the opportunity to endorse or not endorse Amgen’s executive pay programs and policies. Say on Pay received approximately 95 percent of the votes cast “For” the proposal.

With approximately 98 percent of the votes cast “For,” stockholders ratified Ernst & Young LLP as Amgen’s independent registered public accountants for the year ending Dec. 31, 2018.

The stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies are integrated into our executive incentive compensation did not pass receiving approximately 26 percent of the votes cast “For” the proposal.

About Amgen

Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the complexities of disease and understand the fundamentals of human biology.

Amgen focuses on areas of high unmet medical need and leverages its expertise to strive for solutions that improve health outcomes and dramatically improve people’s lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the world’s leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.

For more information, visit www.amgen.com and follow us on www.twitter.com/amgen.

AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF STOCKHOLDERS

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Forward-Looking Statements

This news release contains forward-looking statements that are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including our most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Unless otherwise noted, Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

No forward-looking statement can be guaranteed and actual results may differ materially from those we project. Our results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments involving current and future products, sales growth of recently launched products, competition from other products including biosimilars, difficulties or delays in manufacturing our products and global economic conditions. In addition, sales of our products are affected by pricing pressure, political and public scrutiny and reimbursement policies imposed by third-party payers, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. We or others could identify safety, side effects or manufacturing problems with our products, including our devices, after they are on the market. Our business may be impacted by government investigations, litigation and product liability claims. In addition, our business may be impacted by the adoption of new tax legislation or exposure to additional tax liabilities. If we fail to meet the compliance obligations in the corporate integrity agreement between us and the U.S. government, we could become subject to significant sanctions. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors, or we may fail to prevail in present and future intellectual property litigation. We perform a substantial amount of our commercial manufacturing activities at a few key facilities, including in Puerto Rico, and also depend on third parties for a portion of our manufacturing activities, and limits on supply may constrain sales of certain of our current products and product candidate development. In addition, we compete with other companies with respect to many of our marketed products as well as for the discovery and development of new products. Discovery or identification of new product candidates cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate will be successful and become a commercial product. Further, some raw materials, medical devices and component parts for our products are supplied by sole third-party suppliers. Certain of our distributors, customers and payers have substantial purchasing leverage in their dealings with us. The discovery of significant problems with a product similar to one of our products that implicate an entire class of products could have a material adverse effect on sales of the affected products and on our business and results of operations. Our efforts to acquire other companies or products and to integrate the operations of companies we have acquired may not be successful. A breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and availability of our systems and our data. Our stock price is volatile and may be affected by a number of events. Our business performance could affect or limit the ability of our Board of Directors to declare a dividend or our ability to pay

AMGEN ANNOUNCES VOTING RESULTS OF ANNUAL MEETING OF STOCKHOLDERS

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a dividend or repurchase our common stock. We may not be able to access the capital and credit markets on terms that are favorable to us, or at all.

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CONTACT: Amgen, Thousand Oaks

Kristen Davis, 805-447-3008 (media)

Trish Hawkins, 805-447-5631 (media)

Arvind Sood, 805-447-1060 (investors)