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 July 29, 2021, the Board of Directors (the "Board") of Amgen Inc. (the
"Company") appointed S. Omar Ishrak as a director of the Company, effective
immediately. Dr. Ishrak is the former Executive Chairman and Chairman of the
Board of Directors of Medtronic plc, a global medical technology company.
Dr. Ishrak served as Executive Chairman from April 2020, and Chairman of
Medtronic from 2011 to December 2020. Dr. Ishrak served as the Chief Executive
Officer of Medtronic from 2011 to April 2020. Prior to joining Medtronic,
Dr. Ishrak served as President and Chief Executive Officer of GE Healthcare
Systems, a provider of medical imaging and diagnostic technology and a division
of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief
Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and
President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from
1995 to 2004.
Dr. Ishrak is Chairman of the Board of Intel Corporation, a multinational
corporation and technology company, and Chairman of the Board of Compute Health
Acquisition Corporation, a special purpose acquisition company.
Dr. Ishrak will serve as a member of the Board's Corporate Responsibility and
Compliance Committee and its Compensation and Management Development Committee,
effective as of July 30, 2021. Following the appointment of Dr. Ishrak, the
Board will be composed of 12 directors, 11 of whom are independent.
There are no transactions between Dr. Ishrak (or any member of his immediate
family) and the Company (or any of its subsidiaries) and there is no arrangement
or understanding between Dr. Ishrak and any other persons or entities pursuant
to which Dr. Ishrak was appointed as a director of the Company.
Upon the effective date of his appointment to the Board, Dr. Ishrak 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, 2021. 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. Ishrak will receive
a pro-rated portion (10/12) 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
2021 second quarter earnings. In accordance with the Company's policy,
Dr. Ishrak 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. Ishrak'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 July 29, 2021.
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document)
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