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The long-running proxy battle for control of San Diego-based Amylin Pharmaceuticals appears to have climaxed with Carl Icahn and Eastbourne Capital Management getting two of their five nominees elected to the company’s board.

Although the company has not officially certified the vote, which took place yesterday at its annual meeting in San Diego, both sides are acknowledging that one director nominated by Icahn and one by Eastbourne were among the 10 directors elected to the board. And both sides are claiming victory.

Here is what Amylin had to say in its release:

We appreciate the consideration and support of our shareholders, as well as the valuable insights offered to our Board and management team over the past several months.  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.

And this is from Eastbourne Founder Richard J. Barry:

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.

Together, Icahn and Eastbourne own roughly 21 percent of Amylin’s stock. They say the board mismanaged the marketing and development of the company’s diabetes drug Byetta, which caused a huge drop in its stock price. They have publicly called for the ouster of board chairman Joseph Cook. Cook has responded by stating that the goal of the dissident shareholders has been to gain control of the company and then sell it.

Analysts say a management shakeup, and even a sale attempt, is possible now that Icahn and Eastbourne control two seats on the board.

DAVID WASHBURN

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