UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices; Zip Code)
Registrant’s telephone number, including area code:
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 |
Name of each exchange on which registered | ||
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).
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 20, 2024, Biogen Inc. (the “Company”) held its 2024 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 allow for exculpation of certain Company officers to the extent permitted by Delaware law. On June 20, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.
The Certificate of Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.
A description 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 26, 2024 (the “Proxy Statement”) in the section entitled “Proposal 4 – Approve an Amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to Add Officer Exculpation Provision,” which description is incorporated herein by reference. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 20, 2024, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:
| 1. | Stockholders elected nine nominees to the Board of Directors to serve for a one-year term extending until the 2025 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 D. Dorsa |
87,883,981 | 31,591,984 | 84,665 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Maria C. Freire |
100,691,870 | 18,771,139 | 97,621 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| William A. Hawkins |
95,931,549 | 23,539,595 | 89,486 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Susan K. Langer |
92,603,948 | 26,870,919 | 85,763 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Jesus B. Mantas |
99,615,562 | 19,856,501 | 88,567 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Monish Patolawala |
119,078,211 | 388,227 | 94,192 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Eric K. Rowinsky |
96,514,372 | 22,954,348 | 91,910 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Stephen A. Sherwin |
101,152,837 | 18,318,068 | 89,725 | 9,672,399 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Christopher A. Viehbacher |
118,593,483 | 886,743 | 80,404 | 9,672,399 | ||||||||||||
1
| 2. | Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with the votes cast as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 123,728,418 | 5,348,316 | 156,295 | — |
| 3. | Stockholders approved the advisory vote on executive compensation, with the votes cast as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 114,367,799 | 5,054,473 | 138,358 | 9,672,399 |
| 4. | Stockholders approved the amendment to Biogen’s Amended and Restated Certificate of Incorporation, as amended, to add an officer exculpation provision, with the votes cast as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 103,146,578 | 16,274,796 | 139,256 | 9,672,399 |
| 5. | Stockholders approved the adoption of the Biogen Inc. 2024 Omnibus Equity Plan, with the votes cast as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 112,726,169 | 6,693,956 | 140,505 | 9,672,399 |
| 6. | Stockholders approved the adoption of the Biogen Inc. 2024 Employee Stock Purchase Plan, with the votes cast as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 119,064,435 | 413,475 | 82,720 | 9,672,399 |
| 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 | |
| 3.1 | Certificate of Amendment of Biogen Inc.’s Amended and Restated Certificate of Incorporation, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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 | ||
| Secretary | ||
Date: June 25, 2024
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
BIOGEN INC.
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 resolutions were duly adopted setting forth a proposed amendment to Article X 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 X of the Certificate of Incorporation shall be as follows:
ARTICLE X
A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions by a director or officer not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for a director, under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) for any action by an officer by or in right of the Corporation. If the Delaware General Corporation Law is amended after approval of this Article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
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 20, 2024.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its name this 20th day of June, 2024.
| BIOGEN INC. | ||
| By: | /s/ Wendell Taylor | |
| Name: Wendell Taylor | ||
| Title: Corporate Secretary | ||