Biogen Faces Shareholder Pushback as One-Third Reject Executive Compensation Plan

Rhea-AI Filing Summary

Biogen held its 2025 Annual Meeting of Stockholders on June 17, 2025, with three key matters put to vote. All eleven nominated directors were successfully elected to serve one-year terms until the 2026 annual meeting, with notable strong support for Lloyd Minor, Menelas Pangalos, and Monish Patolawala, each receiving over 114 million votes in favor.

Key voting outcomes include:

• Independent Auditor Appointment: PricewaterhouseCoopers LLP was ratified as the independent auditor for FY2025 with strong support (120,065,433 votes in favor)
• Say-on-Pay Vote: The executive compensation package was approved, though with more divided support - 78.5 million votes in favor versus 37.1 million against

The relatively split vote on executive compensation (67.8% approval) suggests some shareholder concerns about leadership remuneration. The high broker non-votes (10.2 million) across most items indicate significant holdings by institutional investors who did not provide voting instructions.

Positive

• Strong board election results for key scientific leaders: Dr. Minor and Dr. Pangalos received overwhelming approval with ~99% of votes in favor
• Strong shareholder support (95.7%) for PricewaterhouseCoopers LLP as independent auditor indicates confidence in financial oversight

Negative

• Significant opposition to executive compensation package with 32% (37.1M shares) voting against the advisory pay proposal, indicating substantial shareholder dissatisfaction with compensation practices
• Notable opposition to several board members with Caroline D. Dorsa, Jesus B. Mantas, and Eric K. Rowinsky each receiving over 20% votes against their election, suggesting governance concerns

Insights

Corporate Governance Analyst

Biogen's say-on-pay vote received only 68% support, signaling significant shareholder dissatisfaction with executive compensation practices.

The voting results from Biogen's annual meeting reveal concerning governance signals that merit investor attention. Most notably, the advisory vote on executive compensation passed with only 68% support (78.5M votes for vs. 37.1M against), indicating substantial shareholder dissatisfaction. In corporate governance standards, say-on-pay approval below 70% is considered a red flag that typically triggers additional board engagement with institutional investors.

Several director elections also show meaningful opposition. Five directors received over 19.6M votes against their election, with Caroline Dorsa and Eric Rowinsky facing particularly strong opposition (25.4M and 24.7M votes against, respectively). This voting pattern suggests fragmented shareholder confidence in board oversight. In contrast, three directors (Minor, Pangalos, and Patolawala) received overwhelming support with over 114M votes in favor and minimal opposition.

The split voting patterns indicate shareholders are making thoughtful distinctions between individual directors rather than voting along a straight ticket, demonstrating active engagement in Biogen's governance. This level of targeted opposition often precedes more aggressive shareholder activism, particularly given the mediocre support for executive compensation. The board would be prudent to address these governance concerns proactively before the next proxy season.

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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

FAQ

What were the voting results for BIIB's CEO Christopher Viehbacher at the 2025 Annual Meeting?

At BIIB's 2025 Annual Meeting, CEO Christopher A. Viehbacher received strong shareholder support with 114,893,329 votes in favor, 883,866 votes against, and 231,991 abstentions. There were 10,206,851 broker non-votes.

Did BIIB shareholders approve the 2025 executive compensation package?

Yes, BIIB shareholders approved the advisory vote on executive compensation, with 78,531,756 votes in favor, 37,113,368 votes against, and 364,062 abstentions. However, the approval margin was relatively narrow with approximately 67.8% voting in favor.

Who was appointed as BIIB's independent auditor for fiscal year 2025?

Shareholders ratified PricewaterhouseCoopers LLP as BIIB's independent registered public accounting firm for fiscal year 2025, with 120,065,433 votes in favor, 5,916,416 votes against, and 234,188 abstentions.

How many directors were elected to BIIB's board at the 2025 Annual Meeting?

Eleven directors were elected to BIIB's Board of Directors at the 2025 Annual Meeting, each serving a one-year term until the 2026 annual meeting. Notable directors include Christopher A. Viehbacher, Lloyd Minor, and Monish Patolawala, who each received over 114 million votes in favor.

Which BIIB board member received the highest shareholder approval at the 2025 Annual Meeting?

Monish Patolawala received the highest shareholder approval with 115,162,666 votes in favor, 520,650 votes against, and 325,870 abstentions, representing the strongest support among all board nominees.