8-K
BIOGEN INC. (BIIB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2022
Biogen Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19311 | 33-0112644 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 225 Binney Street, Cambridge, Massachusetts 02142 | ||
| --- | ||
| (Address of principal executive offices; Zip Code) |
Registrant’s telephone number, including area code: (617) 679-2000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.0005 par value | BIIB | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022, Chirfi Guindo, Executive Vice President for Global Product Strategy and Commercialization announced that he has accepted a new role outside of Biogen, Inc. (the “Company”). His last day at the Company will be June 30, 2022.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On June 15, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the Annual Meeting are as follows:
| 1. | Stockholders elected eleven nominees to the Board of Directors to serve for a one-year term extending until the 2023 annual meeting of stockholders and their successors are duly elected and qualified, with the votes cast as follows: | |||||||
|---|---|---|---|---|---|---|---|---|
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Alexander J. Denner | 82,710,582 | 32,524,166 | 664,096 | 10,427,787 | ||||
| Caroline D. Dorsa | 85,668,149 | 30,030,982 | 199,713 | 10,427,787 | ||||
| Maria C. Freire | 97,086,534 | 18,535,399 | 276,911 | 10,427,787 | ||||
| William A. Hawkins | 97,324,728 | 18,022,577 | 551,539 | 10,427,787 | ||||
| William D. Jones | 94,369,405 | 21,054,650 | 474,789 | 10,427,787 | ||||
| Jesus B. Mantas | 95,166,348 | 20,524,662 | 207,834 | 10,427,787 | ||||
| Richard C. Mulligan | 77,425,358 | 38,265,020 | 208,466 | 10,427,787 | ||||
| Stelios Papadopoulos | 84,568,511 | 30,032,987 | 1,297,346 | 10,427,787 | ||||
| Eric K. Rowinsky | 70,055,541 | 45,638,693 | 204,610 | 10,427,787 | ||||
| Stephen A. Sherwin | 93,163,597 | 22,472,670 | 262,577 | 10,427,787 | ||||
| Michel Vounatsos | 96,731,803 | 18,993,619 | 173,422 | 10,427,787 | ||||
| 2. | Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, with the votes cast as follows: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| --- | --- | --- | --- | |||||
| 123,821,993 | 2,300,275 | 204,363 | — | |||||
| 3. | Stockholders approved the advisory vote on executive compensation, with the votes cast as follows: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| --- | --- | --- | --- | |||||
| 60,099,277 | 55,305,837 | 493,730 | 10,427,787 | |||||
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| --- | --- | |||||||
| (d) | Exhibits | |||||||
| --- | --- |
The exhibits listed below are furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Biogen Inc. | |
|---|---|
| By: | /s/ Wendell Taylor |
| Wendell Taylor | |
| Assistant Secretary |
Date: June 21, 2022