8-KCorporate ChangesExhibits & Filings

BIOGEN INC. 8-K Report, Bylaw Amendment (Mar 27, 2015)

Filed March 27, 2015For Securities:BIIB

Summary

Biogen Inc. (formerly Biogen Idec Inc.) announced a significant corporate rebranding effort through a Certificate of Amendment filed on March 23, 2015, officially changing its name to Biogen Inc. This name change, effective immediately upon filing, is a strategic move to simplify its identity and is unlikely to impact the company's operational or financial standing. Investors should note that the company's ticker symbol 'BIIB' on the Nasdaq Global Select Market and its CUSIP number will remain unchanged, ensuring continuity for trading and identification purposes. In addition to the name change, Biogen's Board of Directors amended and restated the company's Bylaws, effective March 27, 2015. Key among these amendments is the adoption of a 'proxy access' bylaw, which allows eligible long-term shareholders (a group of up to 20 owning at least 3% for three or more years) to nominate directors for inclusion in the company's proxy materials. This measure enhances shareholder engagement and governance. The Bylaws also introduce updated advance notice provisions for director nominees, requiring completed questionnaires and irrevocable resignations, thereby strengthening board accountability.

Key Highlights

  • 1Biogen Idec Inc. officially changed its name to Biogen Inc. effective March 23, 2015.
  • 2The ticker symbol 'BIIB' and CUSIP number will remain the same.
  • 3A new proxy access bylaw was adopted, allowing eligible long-term shareholders to nominate directors.
  • 4The proxy access provision requires a group of up to 20 stockholders owning at least 3% for three or more years.
  • 5Nominees for the Board must submit irrevocable resignations effective upon misrepresentation or breach of obligations.
  • 6Amendments clarify and update advance notice provisions for director nominations.
  • 7These changes reflect an effort to enhance corporate governance and shareholder rights.

Frequently Asked Questions

The name change to Biogen Inc. is primarily a strategic rebranding effort to simplify the company's identity. It is a corporate formality and does not indicate any change in the company's business operations, financial strategy, or product portfolio.

No, your shares will not be directly affected. The company's common stock will continue to trade on the Nasdaq Global Select Market under the existing ticker symbol 'BIIB'. The CUSIP number will also remain unchanged, ensuring a seamless transition for investors.

Proxy access is a bylaw provision that allows eligible shareholders to nominate candidates for the board of directors and have those candidates included in the company's proxy materials. This empowers shareholders by giving them a more direct way to influence board composition and corporate governance.

To be eligible, a shareholder, or a group of up to 20 shareholders, must have collectively owned at least 3% of the Corporation's outstanding common stock for a continuous period of three or more years.