8-KLeadership ChangesExhibits & Filings

BIOGEN INC. 8-K Report, Executive Changes (Mar 22, 2010)

Filed March 22, 2010For Securities:BIIB

Summary

Biogen Idec Inc. (BIIB) filed an 8-K on March 22, 2010, announcing a settlement with Carl C. Icahn and his affiliated funds. This agreement resolves an ongoing dispute regarding director nominations for the company's 2010 annual meeting. As part of the settlement, the Icahn Group agreed to withdraw their director nominations and proxy solicitation efforts, and to vote their shares in favor of Biogen Idec's nominated directors. In return for this cooperation, Biogen Idec has agreed to appoint two new directors to its Board: Dr. Eric K. Rowinsky, a nominee proposed by the Icahn Group, and Dr. Stephen A. Sherwin, selected by the company. These new directors will be included in the company's slate of nominees for the upcoming annual meeting and will receive equity grants in accordance with the company's director compensation plans. This resolution aims to bring stability and a potentially collaborative approach to the company's governance.

Key Highlights

  • 1Biogen Idec reached a settlement with activist investor Carl C. Icahn and his affiliated funds.
  • 2The Icahn Group has withdrawn its notice to nominate directors and present business at the 2010 Annual Meeting.
  • 3The Icahn Group has agreed not to engage in proxy solicitations for the Annual Meeting and will vote in favor of the company's director nominees.
  • 4Biogen Idec has appointed Dr. Eric K. Rowinsky (Icahn nominee) and Dr. Stephen A. Sherwin as new directors, effective March 20, 2010.
  • 5Dr. Rowinsky will serve on the Compensation and Management Development Committee, and Dr. Sherwin will serve on the Corporate Governance Committee.
  • 6Both new directors received initial stock option grants and restricted stock units under the company's equity plan for non-employee directors.

Frequently Asked Questions

The main reason for this filing was to announce a settlement agreement between Biogen Idec Inc. and Carl C. Icahn's affiliated funds regarding director nominations and the 2010 annual meeting of stockholders. This agreement resolved a dispute over board representation.

Two new directors were appointed: Dr. Eric K. Rowinsky, who was nominated by the Icahn Group, and Dr. Stephen A. Sherwin, who was selected by Biogen Idec as part of its director identification process. Both appointments were effective March 20, 2010.

The settlement suggests a resolution to potential board challenges from an activist investor. The appointment of new directors, including one proposed by the Icahn Group, indicates a move towards broader representation on the Board, potentially leading to a more collaborative governance environment.

Upon their appointment, Drs. Rowinsky and Sherwin were granted stock options to purchase 35,000 shares of common stock, an additional 1,325 shares in stock options, and 500 restricted stock units. These awards are part of the company's equity plan for non-employee directors.