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 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 class		Trading Symbol(s)		Name of each exchange 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.

 

Date: June 21, 2022