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BIOGEN INC. 8-K Report, Bylaw Amendment (Jun 8, 2021)

Filed June 8, 2021For Securities:BIIB

Summary

This Form 8-K filing from Biogen Inc. (BIIB) primarily reports on the outcomes of its 2021 Annual Meeting of Stockholders held on June 2, 2021. The key takeaway for investors is that stockholders approved the addition of a federal forum selection provision to the company's Certificate of Incorporation. This provision designates federal courts as the exclusive venue for certain types of lawsuits against the company, potentially impacting how and where such litigation is handled. Furthermore, the filing provides detailed voting results on several important matters. All thirteen director nominees were elected to the Board of Directors, and PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm. While the advisory vote on executive compensation passed, two significant stockholder proposals — one requesting a report on lobbying activities and another on gender pay gap reporting — were rejected.

Key Highlights

  • 1Biogen Inc. stockholders approved an amendment to the Certificate of Incorporation to add a federal forum selection provision.
  • 2All thirteen director nominees were elected to the Board of Directors for one-year terms.
  • 3PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2021.
  • 4The advisory vote on executive compensation received majority support from stockholders.
  • 5A stockholder proposal requesting a report on Biogen's lobbying activities was rejected.
  • 6A stockholder proposal requesting a report on Biogen's gender pay gap was rejected.

Frequently Asked Questions

The federal forum selection provision designates federal courts as the exclusive forum for the resolution of any complaint asserting a federal securities law claim arising under the Securities Act of 1933. This aims to consolidate such litigation in a single venue.

All thirteen nominated directors were elected to serve until the 2022 annual meeting of stockholders. The voting results show strong support for most nominees, though some, like Alexander J. Denner and Stelios Papadopoulos, received a higher percentage of 'Against' votes compared to others.

No, both the stockholder proposal requesting a report on Biogen's lobbying activities and the proposal requesting a report on the company's gender pay gap were rejected by the stockholders.

The advisory vote on executive compensation, often referred to as 'Say-on-Pay,' was approved by a majority of the votes cast. However, it's worth noting that the 'Against' votes were substantial, representing over 48% of the votes cast, excluding abstentions and broker non-votes.