Biogen Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BIIB
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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 17, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices; Zip Code)
Registrant’s telephone number, including area code: (617 ) 679-2000
Not Applicable
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2025, Biogen Inc. (the “Company”) held its 2025 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 2026 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 | 90,200,723 | 25,487,099 | 321,364 | 10,206,851 | ||||||||||||||||||||||
| Maria C. Freire | 96,061,538 | 19,660,536 | 287,112 | 10,206,851 | ||||||||||||||||||||||
| William A. Hawkins | 96,010,449 | 19,771,738 | 226,999 | 10,206,851 | ||||||||||||||||||||||
| Susan K. Langer | 96,160,359 | 19,623,542 | 225,285 | 10,206,851 | ||||||||||||||||||||||
| Jesus B. Mantas | 93,427,720 | 22,348,175 | 233,291 | 10,206,851 | ||||||||||||||||||||||
| Lloyd Minor | 114,975,935 | 692,399 | 340,852 | 10,206,851 | ||||||||||||||||||||||
| Menelas Pangalos | 114,986,403 | 695,239 | 327,544 | 10,206,851 | ||||||||||||||||||||||
| Monish Patolawala | 115,162,666 | 520,650 | 325,870 | 10,206,851 | ||||||||||||||||||||||
| Eric K. Rowinsky | 91,034,039 | 24,745,219 | 229,928 | 10,206,851 | ||||||||||||||||||||||
| Stephen A. Sherwin | 95,785,706 | 19,996,175 | 227,305 | 10,206,851 | ||||||||||||||||||||||
| Christopher A. Viehbacher | 114,893,329 | 883,866 | 231,991 | 10,206,851 | ||||||||||||||||||||||
2.Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes cast as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 120,065,433 | 5,916,416 | 234,188 | — | |||||||||||||||||
3.Stockholders approved the advisory vote on executive compensation, with the votes cast as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 78,531,756 | 37,113,368 | 364,062 | 10,206,851 | |||||||||||||||||
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.
Biogen Inc.
By: /s/ Wendell Taylor
Wendell Taylor
Secretary
Date: June 23, 2025