AMGN » Topics » ELECTION OF DIRECTORS

This excerpt taken from the AMGN DEF 14A filed Mar 26, 2009.

ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, as amended, the Board has the power to set the number of directors from time to time between nine and fourteen members. The Board has currently fixed the number of directors at twelve. In October 2008, François de Carbonnel was appointed to serve as a director and, as a result, we currently have twelve directors. Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated the following directors to stand for re-election for a one-year term expiring at our 2010 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

  Age   Director
Since
  Audit   Governance
and
Nominating
  Executive   Compensation
and
Management
Development
  Equity
Award
  Corporate
Responsibility
and
Compliance

Dr. David Baltimore

  71   1999   X   X        

Mr. Frank J. Biondi, Jr.  

  64   2002   C     X      

Mr. François de Carbonnel

  62   2008   X   X        

Mr. Jerry D. Choate

  70   1998     X   X   X   X  

Dr. Vance D. Coffman

  64   2007   X   X        

Mr. Frederick W. Gluck

  73   1998     X   X   C   C  

Mr. Frank C. Herringer

  66   2004     C   X   X    

Dr. Gilbert S. Omenn

  67   1987   X           X

Ms. Judith C. Pelham

  63   1995   X           X

Admiral J. Paul Reason, USN (Retired)

  68   2001         X     X

Mr. Leonard D. Schaeffer

  63   2004       X   X     C

Mr. Kevin W. Sharer

  61   1992       C     X  

 

“C” indicates Chair of the Committee.

Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by persons elected by a majority of the directors remaining in office, even though less than a quorum. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

Set forth below is biographical information for each nominee. There are no family relationships among any of our directors or among any of our directors and our executive officers.

This excerpt taken from the AMGN DEF 14A filed Apr 1, 2008.

ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation, as amended, and our Bylaws, as amended, the Board has the power to set the number of directors from time to time between nine and fourteen members. The Board has currently fixed the number of directors at eleven. The Company currently has eleven directors. Based upon the recommendation of the Governance and Nominating Committee, the Board has nominated the following directors to stand for re-election for a one-year term expiring at the 2009 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

   Age    Director Since

Dr. David Baltimore(1)(2)

   70    1999

Mr. Frank J. Biondi, Jr.(1)(3)

   63    2002

Mr. Jerry D. Choate(2)(3)(4)(5)

   69    1998

Dr. Vance D. Coffman(1)(2)

   63    2007

Mr. Frederick W. Gluck(2)(3)(4)(5)

   72    1998

Mr. Frank C. Herringer(2)(3)(4)

   65    2004

Dr. Gilbert S. Omenn(1)(6)

   66    1987

Ms. Judith C. Pelham(1)(6)

   62    1995

Admiral J. Paul Reason, USN (Retired)(4)(6)

   67    2001

Mr. Leonard D. Schaeffer(3)(4)(6)

   62    2004

Mr. Kevin W. Sharer(3)(5)

   60    1992

 

(1) Current member of the Audit Committee.
(2) Current member of the Governance and Nominating Committee.
(3) Current member of the Executive Committee.
(4) Current member of the Compensation and Management Development Committee.
(5) Current member of the Equity Award Committee.
(6) Current member of the Corporate Responsibility and Compliance Committee.

Vacancies on the Board may be filled only by persons elected by a majority of the directors remaining in office, even though less than a quorum. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

Set forth below is biographical information for each nominee. There are no family relationships among any of our directors or among any of our directors and our executive officers.

This excerpt taken from the AMGN DEF 14A filed Mar 22, 2007.

ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation and our Bylaws, the Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, with members of each class serving for a three-year term. Each year only one class of directors is subject to a stockholder vote. Based upon the recommendation of the Governance and Nominating Committee, Mr. Frank J. Biondi, Jr., Mr. Jerry D. Choate, Mr. Frank C. Herringer and Dr. Gilbert S. Omenn are nominees for re-election to the Board. If elected at the Annual Meeting, each would serve until the 2010 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier retirement, resignation, disqualification, removal or death. However, if you approve the proposals in Items 3 and 4 below to eliminate the classification of the Board, then the terms of all directors, including those elected at this Annual Meeting, will end at the next annual meeting of stockholders. Thereafter, all directors will be elected for one-year terms and until their successors are elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

Vacancies on the Board may be filled only by persons elected by a majority of the directors remaining in office, even though less than a quorum. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve for the remainder of the full term of the class of directors in which the vacancy occurred (or, if the proposals to eliminate the classification of the Board are adopted, until the next annual meeting of stockholders) and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death. The authorized number of members of the Board is set by resolution of the Board and is currently ten.

Each share of our common stock is entitled to one vote for each of the four director nominees and will be given the option of voting “FOR” or “AGAINST” each director, or to “ABSTAIN.” Cumulative voting is not permitted. It is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them in favor of the election of the four nominees named below unless the proxies direct otherwise. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve.

A director nominee is elected only if he or she received a majority of the votes cast, which means that the number of votes cast “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee by the shares present in person or represented by proxy and entitled to vote. Abstentions and broker non-votes will not be counted to determine whether a nominee has received a majority of votes cast. Under our Bylaws, any director nominee who is an incumbent director and does not receive a majority of the votes cast must tender his or her resignation to the Board promptly after certification of the election results of the stockholder vote. Any such director will continue as a “holdover” director under Delaware corporation law until his or her successor has been elected and qualified or until the Board has accepted his or her resignation, if earlier.

 

4


Table of Contents

Set forth below is biographical information for each nominee and for each person whose term of office as a director will continue after the Annual Meeting. There are no family relationships among any of our directors or among any of our directors and our executive officers.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki