Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

No fee required.

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from the Chair and Chair-Elect

Explanatory Note

Amended Notice of 2023 Annual Meeting of Stockholders

Original Meeting Date:

Wednesday, June 14, 2023

Reconvened Meeting Date:

Monday, June 26, 2023

Time:

9:00 a.m. Eastern Time

Place:

Online only at www.virtualshareholdermeeting.com/BIIB2023

Record Date:

April 20, 2023. Only Biogen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the annual meeting.

Items of Business:

To elect the 7 nominees identified in the accompanying amendment to the Proxy Statement to our Board of Directors to serve for a one-year term extending until our 2024 annual meeting of stockholders and their successors are duly elected and qualified.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

To hold an advisory vote on executive compensation.

To hold an advisory vote on the frequency of the advisory vote on executive compensation.

To elect Susan K. Langer to our Board of Directors to serve for a one-year term extending until our 2024 annual meeting of stockholders and her successor is duly elected and qualified.

To transact such other business as may be properly brought before the annual meeting and any adjournments or postponements.

Virtual Meeting:

To participate in the annual meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/BIIB2023. You will need the 16-digit control number (Control Number) included on your Notice of Internet Availability of Proxy Materials (Notice) or your proxy card or voting instruction form that accompanied your proxy materials. Stockholders will be able to vote and submit questions during the annual meeting with the Control Number.

You will not be able to attend the annual meeting in person.

Voting:

Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to attend the annual meeting online, we urge you to vote as promptly as possible by telephone or Internet or by signing, dating and returning a printed proxy card or voting instruction form, as applicable. If you attend the annual meeting online, you may vote your shares during the annual meeting virtually via the Internet even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the annual meeting.

The amended proxy card enclosed with this revised proxy differs from the original proxy card previously furnished to you in that the amended proxy card includes the election of Susan K. Langer as a nominee for director and no longer includes Alexander J. Denner, Ph.D., William D. Jones and Richard C. Mulligan, Ph.D., as nominees. If you have already voted, we encourage you to resubmit your vote on all proposals by submitting the amended proxy card with this revised proxy or by submitting a proxy by telephone or through the Internet by following the procedures on your amended proxy card or as previously provided to you on your Notice of Internet Availability of Proxy Materials. However, if you return, or have returned, an original proxy card, your proxy will remain valid for all of the other proposals but will not be counted in the election of Ms. Langer because she is not listed as a nominee on the original proxy card.

PLEASE NOTE THAT IF YOU SUBMIT A NEW PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.

Revised Proxy Statement  

Revised Proxy Statement Dated June 13, 2023

Annual Meeting Information

ORIGINAL MEETING DATE:

RECONVENED MEETING DATE:

Wednesday, June 14, 2023

Monday, June 26, 2023

TIME:

9:00 a.m. Eastern Time

Online only at www.virtualshareholdermeeting.com/BIIB2023

You will not be able to attend the annual meeting in person.

RECORD DATE:

April 20, 2023

 2023 Proxy Statement  -i-

Nominees to the Board

                         Committee Memberships*                        

Name

Age*

Independent

Audit
Committee

Compensation and
Management
Development

Corporate Governance
Committee

Other
Public
    Boards    

  Attributes, Experience and Skills

  General Management Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Financial Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Audit Committee Financial Expertise

  ✓

  ✓

  ✓

  Mergers & Acquisitions Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Scientific Research Experience

  ✓

  ✓

  ✓

  Drug Development Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  Commercial Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  International Business Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  Public Policy Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Operations Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Environmental, Social, Governance Experience

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Diversity

  ✓

  ✓

  ✓

  ✓

  Other Public Company Board Service

  ✓

  ✓

  ✓

  ✓

  ✓

  Cybersecurity Experience

  ✓

  ✓

  ✓

 2023 Proxy Statement  -ii-

  Female

  Male

  Non-Binary

  Did Not Disclose Gender

  African American or Black

  ✓

  Alaskan Native or Native American

  Asian

  Hispanic or Latinx

  ✓

  ✓

  Native Hawaiian or Pacific Islander

  White

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  ✓

  Two or More Races or Ethnicities

  LGBTQ+

  Did Not Disclose Demographic Background

  ✓

 2023 Proxy Statement  -iii-

Proposal 1 – Election of 7 Directors

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  Christopher A. Viehbacher

Director Since: 2022

Age: 63

Biogen Board Committee:

– None

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Proposal

Election of Directors

*   Any nominee who does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the failure to receive the required votes. The Board (excluding the director in question) shall, within ninety (90) days after certification of the election results, decide whether to accept the director’s resignation, taking into account such factors as it deems relevant. The Board shall promptly disclose its decision and, if applicable, the reasons for rejecting the resignation in a filing with the Securities and Exchange Commission.

Abstentions/Broker Non-Votes: If you abstain from voting or there is a broker non-vote in any matter, your abstention or broker nonvote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast under our Bylaws.

Proposal 5 – Election of Susan K. Langer as a Director

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  Susan K. Langer

Age: 32

Biogen Board Committee:

– None

Proposal

Election of Susan K. Langer as a Director

Abstentions/Broker Non-Votes: If you abstain from voting or there is a broker non-vote in any matter, your abstention or broker nonvote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast under our Bylaws.

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Information About the Meeting  

The following section of our Proxy Statement is hereby amended and restated as follows.

Information About the Meeting

At the Annual Meeting, stockholders will vote upon the matters that are summarized in the formal meeting notice. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the Annual Meeting.

This will be virtual meeting only. You will not be able to attend the Annual Meeting in person.

Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/BIIB2023.

You will need the 16-digit control number included on your Notice or your proxy card or voting instruction form in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting. If you do not have your 16-digit control number, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.

A majority of our issued and outstanding shares of common stock as of the Record Date must be present at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Shares voted in the manner described above (under the heading “How do I vote and what are the voting deadlines?”) will be counted as present at the Annual Meeting. Shares that are present and entitled to vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.

Holders of Biogen common stock on the close of business on the record date of April 20, 2023 (Record Date) are entitled to receive the Notice of 2023 Annual Meeting, Proxy Statement and Revised Proxy and to vote their shares at the Annual Meeting. As of the Record Date, 144,742,267 shares of our common stock were outstanding and entitled to vote. Each share of common stock is entitled to on each matter properly brought before the meeting.

 2023 Proxy Statement  -8-

Information About the Meeting  

Information About the Meeting (continued)

Stockholders will be asked to vote on the following items at the Annual Meeting:

•   The election to our Board of Directors of 7 director nominees (Proposal 1);

•   The ratification of the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2);

•   The advisory vote on executive compensation (Proposal 3);

•   The advisory vote on the frequency of the advisory vote on executive compensation (Proposal 4); and

•   The election of Susan K. Langer to our Board of Directors (Proposal 5).

•   The transaction of such other business as may be properly brought before the meeting and any adjournments or postponements.

At the Meeting, the members of management appointed by the Board of Directors will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board of Directors recommends, which is:

•   FOR the election of each of the 7 Director nominees named in Proposal 1;

•   FOR the ratification of the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the 2023 fiscal year;

•   FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers;

•   ONE YEAR for frequency of future advisory votes to approve executive compensation; and

•   FOR the election of Susan K. Langer as a director.

If you are a registered stockholder, you will receive a proxy card for all the shares you hold of record:

•   in certificate form; or

•   in book-entry form.

Your proxy card will serve as a voting instruction form. If you do not vote your shares or specify your voting instructions on your proxy card or voting instruction form, the administrator of the applicable savings plan and/or the trustee of a Grantor Trust, as the case may be, will vote your shares in accordance with the terms of your plan and/or Grantor Trust

 2023 Proxy Statement  -9-

Information About the Meeting  

Information About the Meeting (continued)

Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares.

    By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form. Votes submitted through www.proxyvote.com must be received by 11:59 p.m. Eastern Time on June 25, 2023.

    By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 25, 2023.

    By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card or voting instruction form received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card or voting instruction form. Proxy cards or voting instruction form submitted by mail must be received no later than June 25, 2023, to be voted at the Annual Meeting.

    During the Annual Meeting. You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/BIIB2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form to be able to vote during the Annual Meeting.

If you vote via the Internet or by telephone before the Annual Meeting, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card or voting instruction form. If you vote via the Internet or by telephone before the Annual Meeting, do not return your proxy card.

Beneficial Owners. If your shares are held in a brokerage account in your broker’s name, then you are the beneficial owner of shares held in “street name.” If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the bank, broker or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your bank, broker or other nominee in order to instruct your bank, broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the bank, broker or other nominee. Shares held beneficially may not be voted during the Annual Meeting; instead a beneficial holder must instruct their bank, broker or other nominee in advance of the Annual Meeting.

 2023 Proxy Statement  -10-

Information About the Meeting  

Information About the Meeting (continued)

Stockholders of Record. If you are a stockholder of record, you may revoke or change your vote at any time before the final vote at the Annual Meeting by:

•   signing and returning a new proxy card or voting instruction form with a later date, to be received no later than June 25, 2023;

•   submitting a later-dated vote by telephone or via the Internet — only your latest telephone or Internet proxy received by 11:59 p.m. Eastern Time on June 25, 2023, will be counted;

•   participating in the Annual Meeting virtually via the Internet and voting again; or

•   delivering a written revocation to our Secretary at Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, to be received no later than June 25, 2023.

Only your latest vote, in whatever form, will be counted. The amended proxy card enclosed with this Revised Proxy differs from the original proxy card previously furnished to you in that the amended proxy card includes the election of Susan K. Langer as a nominee for director and no longer includes Alexander J. Denner, Ph.D., William D. Jones and Richard C. Mulligan, Ph.D., as nominees.

If you have already voted, we encourage you to resubmit your vote on all proposals by submitting the amended proxy card with this Revised Proxy or by submitting a proxy by telephone or through the Internet by following the procedures on your amended proxy card or as previously provided to you on your Notice of Internet Availability of Proxy Materials. However, if you return, or have returned, an original proxy card, your proxy will remain valid for all of the other proposals but will not be counted in the election of Ms. Langer because she is not listed as a nominee on the original proxy card.

PLEASE NOTE THAT IF YOU SUBMIT A NEW PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.

Beneficial Owners. If you are a beneficial owner of your shares, you must contact the bank, broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.

 2023 Proxy Statement  -11-

Information About the Meeting  

Information About the Meeting (continued)

Stockholders of Record. If you are the stockholder of record and you do not vote before the Annual Meeting your shares will not be voted at the Annual Meeting.

Beneficial Owners. If you are the beneficial owner of shares, your bank, broker or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.”

The proposal to ratify the selection of our independent registered public accounting firm is a routine matter and the other proposals are non-routine matters. If you do not give your broker voting instructions, your broker (1) will be entitled to vote your shares on the proposal to ratify the selection of our independent registered public accounting firm and (2) will not be entitled to vote your shares on the other proposals. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted on all of these important matters.

A majority of our issued and outstanding shares of common stock as of the Record Date must be present at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Shares voted in the manner described above (under the heading “How do I vote and what are the voting deadlines?”) will be counted as present at the Annual Meeting. Shares that are present and entitled to vote on one or more of the matters to be voted upon are counted as present for establishing a quorum. If a quorum is not present, we expect that the Annual Meeting will be adjourned until we obtain a quorum.

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Information About the Meeting (continued)

Broker Discretionary Voting
Allowed

Election of 7 Directors (Proposal 1)

Majority of Votes Cast*

No

Ratification of PwC (Proposal 2)

Majority of Votes Cast

Yes

Advisory Vote on Executive Compensation (Proposal 3)

Not Applicable**

No

Advisory Vote on Frequency of Advisory Votes on Executive Compensation (Proposal 4)

Not Applicable***

No

Election of Susan K.

Langer as a Director (Proposal 5)

Majority of Votes Cast

No

*   Any nominee who does not receive a majority of votes cast “for” his or her election would be required to tender his or her resignation promptly following the failure to receive the required votes. the Board (excluding the director in question) shall, within ninety (90) days after certification of the election results, decide whether to accept the director’s resignation, taking into account such factors as it deems relevant. The Board shall promptly disclose its decision and, if applicable, the reasons for rejecting the resignation in a filing with the Securities and Exchange Commission.

** Because the Advisory Vote on Executive Compensation asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval.

*** Because the Advisory Vote on Frequency of Advisory Votes on Executive Compensation calls for a non-binding, advisory vote, there is no “required vote” that would constitute approval.

Abstentions/Broker Non-Votes: If you abstain from voting or there is a broker non-vote in any matter, your abstention or broker nonvote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast under our Bylaws.

We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.

 2023 Proxy Statement  -13-

Information About the Meeting (continued)

We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the SEC. Accordingly, in most instances we mailed a Notice of Internet Availability of Proxy Materials to our stockholders. This Revised Proxy is being mailed to our stockholders of record as of April 20, 2023, the record date for the Annual Meeting, and will also be made available on the internet at www.proxyvote.com. An amended proxy card is also being mailed together with this Revised Proxy. For ten days before the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our offices located at 225 Binney Street, Cambridge, Massachusetts 02142 and will also be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/BIIB2023. If you would like to review the list, please call our Investor Relations department at (781) 464-2442.

If you hold your shares in more than one account, you may receive a separate Notice of Internet Availability of Proxy Materials or a separate set of printed proxy materials, including a separate proxy card or voting instruction form, for each account. To ensure that all of your shares are voted, please vote by telephone or by Internet or sign, date and return a proxy card or voting instruction form for each account.

We will publish the voting results of the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the end of the Annual Meeting. You may request a copy of this Form 8-K by contacting Investor Relations, Biogen Inc., 225 Binney Street, Cambridge, Massachusetts 02142, (781) 464-2442. You will also be able to find a copy of this Form 8-K on the Internet through the SEC’s electronic data system, called EDGAR, at www.sec.gov or on our website, www.biogen.com, under the “Financials” subsection of the “Investors” section of the website.

If you have any questions or require any assistance with voting your shares, please contact the bank, broker or other nominee holding your shares, or our Investor Relations department at (781) 464-2442.

If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.

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