[8-K] Biogen Inc. Reports Material Event

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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 17, 2025

Biogen Inc.

(Exact name of registrant as specified in its charter)

Delaware			0-19311			33-0112644
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0005 par value

BIIB

The 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 5.07     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