8-KLeadership Changes

BIOGEN INC. 8-K Report, Executive Changes (Jan 4, 2010)

Filed January 4, 2010For Securities:BIIB

Summary

Biogen Idec Inc. filed an 8-K on January 4, 2010, primarily announcing significant leadership changes. The company elected Caroline D. Dorsa as a new Class 2 director and a member of the Finance and Audit Committee. This appointment includes an initial stock option grant and restricted stock units under the company's non-employee director equity plan. More significantly, the report details the upcoming retirement of James C. Mullen, the President and Chief Executive Officer, who is set to step down from his CEO role on June 8, 2010, and will leave the Board after his current term concludes at the 2010 Annual Meeting of Stockholders. A Transition Agreement has been put in place, outlining his continued salary through retirement, bonus payments, full vesting of unvested equity awards, and provisions for severance in the event of a change in control before his retirement date.

Key Highlights

  • 1Election of Caroline D. Dorsa as a new Class 2 director, effective immediately.
  • 2Ms. Dorsa appointed to the Finance and Audit Committee of the Board.
  • 3Ms. Dorsa received equity awards, including stock options and restricted stock units.
  • 4Announcement of James C. Mullen's retirement as President and CEO, effective June 8, 2010.
  • 5Mr. Mullen will retire from the Board at the company's 2010 Annual Meeting of Stockholders.
  • 6A Transition Agreement with Mr. Mullen is in effect, detailing compensation and equity vesting.
  • 7The Transition Agreement includes provisions for severance and tax payments in case of a change in control before Mr. Mullen's retirement.

Frequently Asked Questions

Caroline D. Dorsa was elected as a new Class 2 director to the Board of Directors of Biogen Idec, effective January 3, 2010. She will serve on the Finance and Audit Committee and received equity awards as part of her appointment.

James C. Mullen will retire from his position as President and Chief Executive Officer on June 8, 2010.

The Transition Agreement includes continued payment of his base salary through June 8, 2010, bonus payments for 2009 and 2010 (calculated based on performance and proration), full vesting of all his unvested equity awards, and the right to exercise vested stock options for an extended period. It also outlines severance provisions in the event of a change in control before his retirement.

No, Mr. Mullen will retire from the Board of Directors upon the completion of his current term as a director at Biogen Idec's 2010 Annual Meeting of Stockholders, which will be after his CEO retirement date.