Form 8-K for BIOGEN INC.
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year
Amendment to Certificate of Incorporation.
On March 23, 2015, we filed a Certificate of Amendment to Article I of the Amended and Restated Certificate of Incorporation of Biogen Idec Inc. (the “Corporation”) to change our name from Biogen Idec Inc. to Biogen Inc. The full text of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Our common stock will continue to trade on the Nasdaq Global Select Market under the symbol “BIIB”, and our CUSIP number will not change. Amendment to Bylaws.
Effective March 27, 2015, the Board of Directors of the Corporation amended and restated the Corporation’s Bylaws to reflect the Corporation’s new name, implement a proxy access bylaw and modify the advance notice provisions applicable to nominees for election to the Board.
Article 3, Section 3.1A of the Bylaws permits a stockholder, or a group of up to 20 stockholders, who have owned at least 3% of the Corporation’s outstanding common stock for three or more years, to nominate directors not to exceed 25% of the number of directors then serving for inclusion in the Corporation’s proxy materials applicable to the election of directors at an annual meeting of stockholders.
Article 3, Sections 3.1 and 3.3(b) of the Bylaws require each individual nominated for election as a director to complete questionnaires, to represent that the information they provided is true and not misleading, and to submit an irrevocable resignation that becomes effective upon a determination by the Board (or any of its committees) that the information provided is untrue or misleading or if the nominee or the nominating stockholders breach their obligations under the Bylaws.
The amendments to the Bylaws also include clarifications, updates and other non-substantive changes to other provisions of the Bylaws.
This description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed on the Exhibit Index below are filed as part of this Current Report on Form 8-K.
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.
By: /s/ Steven N. Avruch
Steven N. Avruch
Chief Corporation Counsel and Assistant Secretary Date: March 27, 2015