Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2021

Biogen Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0005 par valueBIIBThe 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2021, Biogen Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved and adopted a Certificate of Amendment (the “Certificate of Amendment”) of the Company’s Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection provision.
The Certificate of Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.
A detailed discussion of the Certificate of Amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2021 (the “Proxy Statement”) and a copy thereof is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.
On June 2, 2021, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:

1.Stockholders elected thirteen nominees to the Board of Directors to serve for a one-year term extending until the 2022 annual meeting of stockholders and their successors are duly elected and qualified, with the votes cast as follows:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Alexander J. Denner 85,324,257 34,751,992 198,427 10,880,432 
Caroline D. Dorsa 98,819,920 21,275,514 179,242 10,880,432 
Maria C. Freire
102,423,484 17,668,982 182,210 10,880,432 
William A. Hawkins
 102,601,625 17,449,106 223,945 10,880,432 
William D. Jones
102,203,806 17,915,695 155,175 10,880,432 
Nancy L. Leaming
 99,406,303 20,752,629 115,744 10,880,432 
Jesus B. Mantas
 101,944,487 18,188,895 141,294 10,880,432 
Richard C. Mulligan
 98,651,559 21,476,216 146,901 10,880,432 
Stelios Papadopoulos
 87,157,129 32,432,277 685,270 10,880,432 
Brian S. Posner
 97,506,775 22,559,655 208,246 10,880,432 
Eric K. Rowinsky
 79,563,772 40,575,162 135,742 10,880,432 
Stephen A. Sherwin
100,417,717 19,705,006 151,953 10,880,432 
Michel Vounatsos 101,525,313 18,635,486 113,877 10,880,432 
2.Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes

3.Stockholders approved the advisory vote on executive compensation, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes

4.Stockholders approved the amendment to Biogen’s Amended and Restate Certificate of Incorporation, with the votes cast as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes

5.Stockholders rejected the stockholder proposal requesting a report on Biogen’s lobbying activities, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes

6.Stockholders rejected the stockholder proposal requesting a report on Biogen's gender pay gap, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes

Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Suzanne Murray                 
Suzanne Murray
Assistant Secretary

Date: June 8, 2021

Exhibit 3.1

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
Biogen Inc. (hereinafter referred to as the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation on April 7, 2021, resolutions were duly adopted setting forth a proposed amendment to Article XII of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the proposed amendment be considered at the next annual meeting of the stockholders. As amended pursuant to such resolutions, Article XII of the Certificate of Incorporation shall be as follows:
(a)    Exclusive Forum. Unless the Board of Directors or one of its committees otherwise consents to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action brought on behalf of the Corporation and (ii) any direct action brought by a stockholder against the Corporation or any of its directors or officers alleging a violation of the Delaware General Corporation Law, the corporation’s certificate of incorporation or bylaws or breach of fiduciary duties or other violation of Delaware decisional law relating to the internal affairs of the corporation; in each case excluding actions in which the Court of Chancery of the State of Delaware concludes that an indispensable party is not subject to the jurisdiction of the Delaware courts and can be subject to the jurisdiction of another court within the United States.
(b)    Federal Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision.
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.
THIRD: The effective date of the amendment shall be June 8, 2021.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its name this 8th day of June, 2021.

                        By: /s/ Susan Alexander            
Name: Susan Alexander
Title: Corporate Secretary