Amylin Chairman, Lead Director Ousted as Dissidents Gain Two Board Seats

6/2/09Follow @xconomy

The shareholders of San Diego-based Amylin Pharmaceuticals (NASDAQ: AMLN) have spoken, and they’ve ousted the company’s chairman of the board and the lead independent director.

Amylin chairman Joseph Cook and lead independent director James Wilson lost their bid for re-election, the company said today, after votes were tallied from the shareholder meeting of May 27. Nominees picked by dissident shareholders will now control two of the 12 seats on Amylin’s board. Alex Denner, a portfolio manager for billionaire investor Carl Icahn, and Kathleen Behrens, a consultant and former managing director of RS Investments who was nominated by Eastbourne Capital Management, will now join the Amylin board. The votes will be finalized once they are certified by an inspector, and pass a customary review and challenge period, Amylin said.

Dissidents led by Icahn and Eastbourne mounted a hard-fought proxy contest against Amylin, accusing it of overspending, and mismanaging the commercial strategy of its top-selling diabetes drug, exenatide (Byetta). They didn’t get everything they wanted—only two of their five nominees won seats on the board—but they did knock off a couple of boardroom kingpins in Cook and Wilson. After weeks of bare-knuckle tactics, Amylin issued a rather gracious statement about the results.

“We thank all our shareholders for their support and greatly appreciate the valuable insights offered to our Board and management team. We are also grateful for the significant contributions and guidance provided by outgoing directors Joe Cook and Jim Wilson,” the company said in its statement. It added, “We look forward to working with all our new directors to bring transformational medicines to patients and to drive sustainable and profitable growth.”

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