Last month, Amgen held its annual meeting at the Four Seasons Hotel in Westlake Village, a tony suburb of Los Angeles, where the biotech’s angry shareholders overwhelmingly voted in favor of a proposal that would require future shareholder proposals to be decided by a simple majority.

Why is this desired by some shareholders? It’s easier to pass a resolution with 51 percent of shareholders than to do so with a supermajority, as Amgen calls it, or 67 percent of shareholders. This position is endorsed by such corporate governance advocates as the Council of Institutional Investors, which believes that a “majority vote of common shares outstanding should be sufficient to amend company bylaws or take other action requiring or receiving a shareowner vote. Supermajority votes should not be required.”

Some shareholders, however, are upset that Amgen is balking at enacting the change, even though 78 percent voted in favor of requiring a simple majority. The reason for the delay? The proposal was precatory, or non-binding, according to page 12 of the recent Amgen proxy. (The shareholder proposal, itself, is on page 10).

An Amgen spokesman writes us this carefully crafted reply: “The Amgen board listens to shareholders and respects shareholder opinion. The board will do the right thing and will take shareholder concerns into consideration.” And he goes on to parse…

“Instead of approving an actual amendment to our Bylaws and Certificate of Incorporation, the ’simple majority’ stockholder proposal ‘urges our company to take all steps necessary, in compliance with applicable law, to remove the supermajority vote requirements in our Certificate of Incorporation and by-laws, including but not limited to, the supermajority vote requirements necessary to amend our Company’s by-laws.’

“Thus, the vote is a recommendation, not an actual mandated amendment that the Board/company must adopt. That being said, as ceo Kevin Sharer said at the annual meeting, the company takes such recommendations seriously.”

One large shareholder, Steve Silverman,* who has actively called for Sharer to resign, doesn’t like being poked in the eye. “I think their response is really no response, and it’s inadequate. The company is avoiding an answer that takes a moment to research, as well as showing the shareholder in their own way, that they are the bosses and they’ll use their authority to remind us that we don’t run the show. Avoiding direct questions and taking so long for a confirmation vote by the board, is throwing their weight right in our faces.”

* No, he is not a relative.