Amylin’s Dissident Shareholders Gain Influence on Board

Two dissident shareholder groups have succeeded in electing two new directors to the board of San Diego’s Amylin Pharmaceuticals, (NASDAQ: AMLN), according to the company and one of the shareholder groups.

In a statement issued today, Eastbourne Capital Management of San Rafael, CA, says, “based on voting estimates from its proxy solicitor,” it appears that candidates nominated by both Eastbourne and billionaire investor Carl Icahn were elected. Eastbourne did not say, however, how many of the five candidates nominated by Eastbourne and Icahn were elected. About an hour later, Amylin issued a statement that said it believes that “no more than two” dissident nominees—one from Eastbourne, and one from Icahn—were elected to the Amylin board. It didn’t name which dissident directors were thought to have won seats, or which Amylin directors lost their seats. Amylin added that Icahn’s proposal to reincorporate in North Dakota was defeated.

Amylin asked shareholders to support its own slate of 12 candidates for the company’s 12-seat board. During the meeting, Amylin chairman Joseph Cook said a final tally of the board election results would not be available for one to two weeks. In the statement that Amylin issued a couple hours after the meeting, it said shareholders had elected “at least 10” of the company nominees were elected, including new independent directors Paul Clark and Paulo Costa.

“Today’s outcome affirms that shareholders have confidence in the Company’s plan to build value in 2009 and beyond, having apparently elected only two of the five dissident nominees,” Amylin said in its statement.

Eastbourne founder and portfolio manager Richard J. Barry said in a statement, “We want to thank Amylin shareholders for supporting us in effecting change to the Amylin Board and sending a strong message that the past results are not acceptable. We look forward to working constructively with the new Board of Amylin and doing our part to ensure the long-term success of the company.”

Barry addressed shareholders during the meeting, denying that Eastbourne’s goal was to push for a quick sale of Amylin. “I’m a user of Byetta,” Barry added, referring to exenatide, Amylin’s lead drug for treating diabetes. “It’s one of the reasons I’m here. It’s made a difference in my life.”

James Wilson, the lead independent director on Amylin’s board, voiced support for Amylin CEO Dan Bradbury as “an extremely effective and personable leader” in his remarks to shareholders. “I have never been more impressed with him than in these past few months, and we have been together a lot in the past few months.”

In his statement to shareholders, though, Barry argued that Amylin is not doing enough to get exenatide “into the hands of patients. That’s why we’ve done what we’ve done.”

Bruce V. Bigelow was the editor of Xconomy San Diego from 2008 to 2018. Read more about his life and work here. Follow @bvbigelow

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