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Amylin founder won't vote for chairman's re-election.

Amylin Founder Won't Vote for Chairman's Re-Election. Howard Greene, a founder of Amylin Pharmaceuticals Inc. (San Diego CA), resigned as a company director and wrote in a letter that Chairman Joseph C. Cook shouldn't stand for re-election. Greene spent 22 years with Amylin, serving as the biotechnology company's founding chief executive officer, according to Greene's letter, filed last week by Amylin with U.S. regulators. Greene said he won't vote for Cook because he "presided over the loss of shareholder value that sparked a proxy battle" with billionaire investor Carl Icahn and Eastbourne Capital Management LLC (San Rafael CA). Icahn and Eastbourne, which together own more than 20% of Amylin's shares, have each nominated separate slates of five independent directors. The company has fallen 67% over the last 12 months to $9.66 in Nasdaq stock market trading. "You were not receptive to my ideas about new board skills, and I did not participate in the vetting and recruiting process, so I am unsure of the new nominees," Greene wrote. "I will not vote my shares to re-elect our current chairman."

Greene is the 15th-largest holder in Amylin, with 1.6 million shares, according to data compiled by Bloomberg. Greene and director Ginger Graham were slated to be replaced on the company-sponsored slate by Paul Clark and Paulo Costa. They weren't re-nominated because a majority of directors decided Amylin couldn't win the proxy battle if Greene and Graham weren't replaced, Greene wrote. Replacement of a majority of directors on Amylin's 12-member board would trigger a provision in its agreement with bondholders, allowing them to seek repayment of more than $900 million in debt. Under the provision, or "proxy puts," only the current Amylin board can change a majority of directors without triggering debt repayment. Amylin has requested "an amendment or waiver" of the debt agreements to head off triggering the provision. The company is being sued in Delaware Chancery Court by the San Antonio Fire & Police Pension Fund over the proxy puts, a form of takeover defense. Icahn has asked to join the lawsuit.
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Title Annotation:TOP STORIES; Amylin Pharmaceuticals Inc.
Publication:MondayMorning
Date:Apr 13, 2009
Words:344
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