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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 2, 2021

Biogen Inc.
(Exact name of registrant as specified in its charter)
Delaware0-1931133-0112644
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0005 par valueBIIBThe 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. ☐




Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2021, Biogen Inc. (the “Company”) held its 2021 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 add a federal forum selection provision.
The Certificate of Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.
A detailed discussion 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 23, 2021 (the “Proxy Statement”) and a copy thereof is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.
On June 2, 2021, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows:

1.Stockholders elected thirteen nominees to the Board of Directors to serve for a one-year term extending until the 2022 annual meeting of stockholders and their successors are duly elected and qualified, with the votes cast as follows:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Alexander J. Denner 85,324,257 34,751,992 198,427 10,880,432 
Caroline D. Dorsa 98,819,920 21,275,514 179,242 10,880,432 
Maria C. Freire
102,423,484 17,668,982 182,210 10,880,432 
William A. Hawkins
 102,601,625 17,449,106 223,945 10,880,432 
William D. Jones
102,203,806 17,915,695 155,175 10,880,432 
Nancy L. Leaming
 99,406,303 20,752,629 115,744 10,880,432 
Jesus B. Mantas
 101,944,487 18,188,895 141,294 10,880,432 
Richard C. Mulligan
 98,651,559 21,476,216 146,901 10,880,432 
Stelios Papadopoulos
 87,157,129 32,432,277 685,270 10,880,432 
Brian S. Posner
 97,506,775 22,559,655 208,246 10,880,432 
Eric K. Rowinsky
 79,563,772 40,575,162 135,742 10,880,432 
Stephen A. Sherwin
100,417,717 19,705,006 151,953 10,880,432 
Michel Vounatsos 101,525,313 18,635,486 113,877 10,880,432 
2.Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
129,131,9511,889,233133,924—

3.Stockholders approved the advisory vote on executive compensation, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
59,401,38756,206,0714,667,21810,880,432

4.Stockholders approved the amendment to Biogen’s Amended and Restate Certificate of Incorporation, with the votes cast as follows:


Votes ForVotes AgainstAbstentionsBroker Non-Votes
106,341,78913,671,058261,82910,880,432

5.Stockholders rejected the stockholder proposal requesting a report on Biogen’s lobbying activities, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
49,062,10870,842,236370,33210,880,432

6.Stockholders rejected the stockholder proposal requesting a report on Biogen's gender pay gap, with the votes cast as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
27,409,37691,923,643941,65710,880,432


Item 9.01     Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
3.1
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/ Suzanne Murray                 
Suzanne Murray
Assistant Secretary

Date: June 8, 2021