Amgen Announces Proposals to Declassify Board to Be Presented at 2007 Annual Meeting and Adopts Majority Vote Bylaw
THOUSAND OAKS, Calif.--(BUSINESS WIRE)--Feb. 15, 2007--Amgen
(NASDAQ:AMGN) announced today that its Board unanimously voted to
approve corporate governance initiatives to declassify the Board of
Directors and adopt a majority vote standard for the election of
Directors in uncontested elections.
The Board unanimously voted to submit proposals to amend Amgen's
certificate of incorporation and bylaws to eliminate the
classification of the Board to stockholders at the 2007 annual
meeting. If stockholders approve the proposals by the requisite vote,
all directors would stand for election or re-election each year
beginning at the Company's annual meeting held after the 2007 annual
Amgen also announced today that the Board unanimously voted to
amend the Company's bylaws to adopt a majority vote standard for the
election of directors, beginning with the next election in May 2007.
Amgen's amended bylaws require any incumbent nominee for Amgen's Board
who fails to receive a majority of the votes cast in an uncontested
election to promptly tender his or her resignation to the Board. The
Governance and Nominating Committee would then recommend to the Board
whether to accept the resignation, and the Board would make a
determination within 90 days after certification of the stockholder
vote. The Board's decision and rationale for its decision then would
be promptly disclosed publicly. The full text of Amgen's amended
bylaws is available on Amgen's website at www.amgen.com under the
"Investors--Corporate Governance" tab.
Amgen discovers, develops 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,
CONTACT: Amgen, Thousand Oaks
David Polk, 805-447-4613 (media)
Arvind Sood, 805-447-1060 (investors)