Amylin, Icahn, Eastbourne remain at odds over director nominees

By Lisa Kerner

Charlotte, N.C., May 20 - RiskMetrics Group/ISS, Glass, Lewis & Co. and Proxy Governance, Inc. have recommended that Amylin Pharmaceuticals, Inc. stockholders support stockholder nominees for election to the board of directors at Amylin's 2009 annual meeting, Carl Icahn announced on Wednesday.

According to Icahn, RiskMetrics recommended that Amylin stockholders vote for the election of his nominee, Dr. Alexander J. Denner, and for the election of Eastbourne Capital Management, LLC nominees Dr. Kathleen Behrens and Charles Fleischman.

Glass Lewis is in favor of the election of Denner and Behrens as well as Eastbourne nominee Jay Sherwood.

Proxy Governance recommended that Amylin stockholders vote for Denner and Icahn nominee Dr. Thomas Deuel along with Behrens, Fleischman and Sherwood.

Icahn advised shareholders not to vote the blue proxy card as it will not allow for the election of Icahn nominees Denner and Deuel.

The gold proxy card allows for the election of Denner and Deuel and will have the effect of voting for the Eastbourne nominees as well as the seven management nominees, Icahn said.

Eastbourne asked shareholders to use the white proxy card and vote for its nominees - Behrens, Fleischman and Sherwood.

In a letter to Amylin's board on Monday, Eastbourne said the board could bring the election contest to "an amicable conclusion" if it chose to by offering shareholders the opportunity "to support a unified slate made up of Eastbourne, Icahn and company nominees."

Amylin rejected Eastbourne's proposed resolution and said it has been unable to reach a settlement with Eastbourne and Icahn that is in all shareholders' best interests.

"Leading independent proxy voting agencies, shareholders representing nearly a quarter of the company's outstanding shares and Amylin's own founder support change," Eastbourne founder and portfolio manager Richard J. Barry said.

"Given their level of share ownership, the incumbents bear little, if any, personal risk should Amylin fail as a commercial enterprise, so we are urging shareholders to support new leadership that is unencumbered by Amylin's past failures and will help this company reach its full potential," Barry said.

Amylin, a San Diego biopharmaceutical company, will hold its annual meeting on May 27.

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