(Adds background about Cook and Wilson.)
DOW JONES NEWSWIRES
Amylin Pharmaceuticals Inc. (AMLN) said Chairman Joseph C. Cook
Jr. and lead director James N. Wilson were not re-elected to the
board as two candidates nominated by large shareholders Eastbourne
Capital Management LLC and billionaire investor Carl Icahn won
seats.
Amylin said Tuesday, after the drug maker's annual meeting, that
based on preliminary results no more than two dissidents had won
seats. No further details were released at the time.
The winners were Kathleen Behrens, nominated by Eastbourne, and
Icahn candidate Alexander J. Denner.
Cook was criticized by Howard Greene, Amylin's co-founder and
former chief executive, who resigned from the board after he was
not included in the company's slate of directors for re-election.
Greene opposed Cook's re-election, saying he "has presided over the
loss of shareholder value that sparked the proxy fight" with
Eastbourne and Icahn.
Icahn also previously urged Cook, a former Amylin chief
executive, to resign as chairman.
Wilson was active in criticizing Icahn for suggesting Amylin be
sold to drug partner Eli Lilly & Co. (LLY). Wilson had said he
and Cook thought a sale "today would dramatically undervalue the
opportunity shareholders will have through the approval and launch
of exenatide once weekly."
Icahn has protested the steep drop in Amylin's share price that
began when news of patient deaths led the Food and Drug
Administration to start working with Amylin and Lilly to add
stronger warnings about severe pancreatitis to the label of
diabetes drug Byetta.
Amylin had argued its board candidates were better suited to
exploit the potential of its proposed diabetes drug Exenatide LAR,
a new version of Byetta that would be taken once a week rather than
injected twice a day. Approval is being sought from the FDA for
Exenatide LAR, a potential blockbuster drug.
Icahn and Eastbourne, working separately, each nominated five
directors for Amylin's 12-member board earlier this year. Then,
fears that gaining a majority of the board would trigger a "poison
put" on some of the company's debt led both groups to support three
of Eastbourne's nominees and two of Icahn's.
The dissidents got strong support from well-known proxy-advisory
firms, which hold a major influence on shareholders.
Amylin's shares recently traded up 2 cents at $11.28. The stock
is down two-thirds since peaking in August.
-By Kathy Shwiff, Dow Jones Newswires; 201-938-5975;
Kathy.Shwiff@dowjones.com
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