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Actionable news in AMGN: Amgen Inc.,

Amgen: (1) Amount Previously Paid

The following excerpt is from the company's SEC filing.

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[On April 20, 2016, Amgen Inc. sent the following summary communication to one or more proxy advisory firms

for their consideration in making their vote recommendations.]

We Have a History of Responsiveness to Stockholder Feedback. Most Recently, Based on Input From Our Stockholders, We Proactively Implemented Proxy Access for Director Nominations:

Eligible stockholders with an

ownership threshold of 3%

who have held their shares for at least

three years

an d who otherwise meet the requirements set forth in our Amended and Restated Bylaws may have their nominees consisting of the

greater of 20% or two nominees

of our Board included in our proxy materials.

Up to 20

eligible stockholders may group together to reach the 3% ownership threshold.

We Delivered Strong Financial Results While Achieving an Unprecedented Number of Product Launches:

In 2015, our

revenues increased 8%

to $21.7 billion and

adjusted net income grew 19%

to $8 billion

. Transformation and process improvement efforts drove a four percentage point increase to our adjusted operating margin in 2015 to 48%

. Free cash flow was $8.5 billion compared to $7.8 billion in 2014, driven by higher revenues and higher operating income.

We executed on an unprecedented number of product launches, with six launches in the oncology and cardiovascular disease therapeutic areas. We successfully introduced differentiating delivery systems and significantly advanced our late-stage pipeline.

Our strong cash flows and balance sheet allowed continued investment for long-term growth through internal research and development and external business development transactions, while simultaneously providing substantial returns to our stockholders. We

returned $4.3 billion of capital

to our stockholders in 2015, including

$2.4 billion in the form of dividends

, a 29% increase over 2014, and repurchased

~12 million shares

of our common stock during 2015 representing an aggregate value of

$1.9 billion

Our three-year total shareholder return, or

TSR, was 97%

, significantly outperforming the TSRs of the Standard and Poors 500 Index for the same period of 53%.

Our Executive Compensation is Performance Based:

80% of our long-term incentive

, or LTI, equity award grants

are performance based

and granted as performance units with a three-year performance period.

~74% of Mr. Bradways 2015 target direct compensation was earned based solely on the Companys performance (paid in the form of annual cash incentive awards based on our annual Company performance goals and performance units to be paid based on the Companys performance over a three-year performance period). ~68% of each other Named Executive Officers

target direct compensation was based solely on the Companys performance.

Overall, we

target the 50


, or median, of our peer group

for all elements of compensation

We are mindful of stockholder dilution and the potential dilutive effect is considered in the context of our peer group. The rates at which we grant LTI equity awards and the resulting potential dilutive effect are consistent with our peer group and have decreased over the last five years.

We Have Maintained Our Extensive Outreach Efforts With Our Stockholders:

In 2015, we received approximately 97% stockholder support on our say on pay advisory vote. While we are pleased with our say on pay results, we believe it is important to continue to engage with our stockholders and further enhance our understanding of the perspectives of our investors. Since our 2015 annual meeting of stockholders, we have engaged in outreach to stockholders comprising approximately 52% of our outstanding shares. Our stockholder outreach efforts are continuing.

Adjusted net income and adjusted operating margin are reported and reconciled in our Form 8-K dated as of January 28, 2016.

Includes only those Named Executive Officers serving in such capacity for all of 2015 and excludes Jonathan P. Graham.

We Have Implemented Compensation Best Practices:

We have a

clawback policy and

our incentive cash compensation plans contain

recoupment provisions

We have robust

stock ownership guidelines

with officers

required to retain shares of our common stock

acquired through equity grants and option exercises until they have reached their respective required stock ownership levels.

no defined benefit pension

or supplemental executive retirement plan benefits or above-market interest on deferred compensation.

no single-trigger equity vesting

acceleration upon a change of control for restricted stock units and stock options.

We Are Committed to Corporate Governance Best Practices That Are Informed By Extensive Stockholder Engagement and Feedback:

We have a highly-engaged, experienced and independent board; 12 of 13 director candidates are independent and five of them joined in the last four years.

We have a lead independent director role with substantial and specific duties, and

the independent directors have elected Robert A. Eckert to serve as the lead independent director following the annual meeting

We have an annually-elected board, utilize majority voting in non-contested elections, provide stockholders with the right to act through a special meeting and by written consent, and,

most recently, have implemented a proxy access right for stockholders

We have a long-standing practice of stockholder engagement, and have

engaged in outreach activities and discussions with stockholders comprising approximately 52% of our outstanding shares in 2015

We Are Opposing the Stockholder Proposal to Change the Voting Standard Applicable to Non-Binding Proposals Submitted By Stockholders:

We received a stockholder proposal seeking to amend our governing documents to provide that all non-binding matters submitted by stockholders be decided by a simple majority of shares voted for or against an item without taking into account abstentions. Abstentions would not be counted as either for or against.

We are incorporated in the State of Delaware and (excluding the election of directors) the default voting standard established by Delaware Law governs action by our stockholders and provides that abstention votes for such actions are considered shares entitled to vote.

Abstention votes are included in the vote count for each management-sponsored proposal, other than election of directors.

Our vote count methodology applies identically to management-sponsored proposals and stockholder proposals

Stockholders are made aware of the treatment and effect of abstentions. Therefore, counting abstention votes effectively honors the intent of our stockholders.

The proponents own cited source recognizes the value of abstentions, noting that some institutional investors abstain on shareholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.

This observation is consistent with conversations we have had with a number of our stockholders.

Faced with similar proposals in 2014 and 2015, stockholders overwhelmingly did not support the adoption of the proposed vote counting methodology for all proposals.

Vote Calculation Methodologies Report dated September 17, 2013 prepared for CalPERS by GMI Ratings.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Amgen: (1) Amount Previously Paid - April 20, 2016
Amgen: (1) Amount Previously Paid - April 19, 2016
Amgen Inc. releases salary data. CEO received compensation of $16,097,714 13,961,667 13,649,807 - April 7, 2016