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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 26, 2023

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. ☐

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Item 5.07     Submission of Matters to a Vote of Security Holders.

On June 26, 2023, Biogen Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the Annual Meeting are as follows:

1.Stockholders elected seven nominees to the Board of Directors to serve for a one-year term extending until the 2024 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
Caroline Dorsa						91,426,287						27,419,853						278,437						8,719,273
Maria C. Freire						75,764,531						43,230,969						129,077						8,719,273
William A. Hawkins						73,182,735						45,804,008						137,834						8,719,273
Jesus B. Mantas						92,085,202						26,910,381						128,994						8,719,273
Eric K. Rowinsky						68,024,971						50,987,191						112,415						8,719,273
Stephen A. Sherwin						93,133,091						25,889,684						101,802						8,719,273
Christopher A. Viehbacher						116,996,008						2,026,614						101,955						8,719,273

2.Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, with the votes cast as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
123,393,644						4,311,034						139,172						—

3.Stockholders approved the advisory vote on executive compensation, with the votes cast as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
82,640,454						36,292,390						191,733						8,719,273

4.Stockholders approved, on an advisory basis, annually as the frequency of the advisory vote on executive compensation, with the votes cast as follows:

1 Year						2 Years						3 Years						Abstentions
115,841,797						75,456						2,254,126						953,198

5.Stockholders elected Susan K. Langer to the Board of Directors to serve for a one-year term extending until the 2024 annual meeting of stockholders and her successor is duly elected and qualified, with the votes cast as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
64,037,638						46,616,578						8,470,361						8,719,273

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)

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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 29, 2023