$BIIB Form 8-K

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714

Form 8-K for BIOGEN INC.


11-Jun-2015

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.(e) Adoption of 2015 Employee Stock Purchase Plan

At the Annual Meeting of Stockholders of Biogen Inc. (the “Company”) held on June 10, 2015, the stockholders approved the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”). The 2015 ESPP was previously approved, subject to stockholder approval, by the Board of Directors of the Company.

A summary of the material terms and conditions of the 2015 ESPP and awards thereunder is included in the Company’s definitive proxy statement filed with the SEC on April 30, 2015 (the “Proxy Statement”), under “Proposal 4 – Approval of the Company’s 2015 Employee Stock Purchase Plan”, which section is incorporated herein by reference. The preceding summary is qualified in its entirety by, and should be read in conjunction with, the 2015 ESPP, which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security HoldersOn June 10, 2015, the Company held its Annual Meeting of Stockholders. The final voting results for this meeting are as follows:

1. Stockholders elected eleven nominees to the Board of Directors to serve for a one-year term extending until the 2016 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    196,198,564          611,019        423,651          13,521,259
Caroline D. Dorsa      195,412,996        1,423,251        396,987          13,521,259
Nancy L. Leaming       196,390,778          445,638        396,818          13,521,259
Richard C. Mulligan    195,322,271        1,488,292        422,671          13,521,259
Robert W. Pangia       194,528,252        2,282,380        422,602          13,521,259
Stelios Papadopoulos   192,263,971        3,948,485      1,020,778          13,521,259
Brian S. Posner        196,371,260          435,552        426,422          13,521,259
Eric K. Rowinsky       180,491,414       16,318,933        422,887          13,521,259
George A. Scangos      195,214,131        1,619,753        399,350          13,521,259
Lynn Schenk            194,532,428        2,298,888        401,918          13,521,259
Stephen A. Sherwin     175,704,064       21,103,708        425,462          13,521,259

2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 209,304,273 969,386 480,834 –

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

Votes For Votes Against Abstentions Broker Non-Votes 193,594,390 2,892,288 746,556 13,521,259


4. Stockholders approved the adoption of the Biogen Inc. 2015 Employee Stock Purchase Plan, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 195,482,450 527,161 1,223,623 13,521,259

5. Stockholders approved an amendment to the Biogen Inc. 2006 Non-Employee Directors Equity Plan to extend the term of the plan, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 189,111,316 5,436,207 2,685,711 13,521,259


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/ Steven N. Avruch
Steven N. Avruch
Chief Corporation Counsel and Assistant Secretary Date: June 11, 2015

 

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