Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. OnJune 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 theU.S. Securities and Exchange Commission onApril 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
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: Nominee Votes For Votes Against Abstentions Broker 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
Votes For Votes Against Abstentions Broker Non-Votes 129,131,951 1,889,233 133,924 - 3.Stockholders approved the advisory vote on executive compensation, with the votes cast as follows: Votes For Votes Against Abstentions Broker Non-Votes 59,401,387 56,206,071 4,667,218 10,880,432
4.Stockholders approved the amendment to Biogen's Amended and Restate Certificate of Incorporation, with the votes cast as follows:
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Votes For Votes Against Abstentions Broker Non-Votes 106,341,789 13,671,058 261,829 10,880,432
5.Stockholders rejected the stockholder proposal requesting a report on Biogen's lobbying activities, with the votes cast as follows:
Votes For Votes Against Abstentions Broker Non-Votes 49,062,108 70,842,236 370,332 10,880,432
6.Stockholders rejected the stockholder proposal requesting a report on Biogen's gender pay gap, with the votes cast as follows:
Votes For Votes Against Abstentions Broker Non-Votes 27,409,376 91,923,643 941,657 10,880,432 Item 9.01 Financial Statements and Exhibits. (d) Exhibits 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)
-------------------------------------------------------------------------------- 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
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