Biogen Inc. (NASDAQ:BIIB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Adoption of the Biogen Inc. 2017 Omnibus Equity
Plan

At the 2017 Annual Meeting of Stockholders of Biogen Inc. (the
Company), which was held on June7, 2017 (the 2017 Annual
Meeting), the Companys stockholders approved the Biogen Inc. 2017
Omnibus Equity Plan (the 2017 Plan). The 2017 Plan was previously
approved, subject to stockholder approval, by the Board of
Directors of the Company.

A summary of the material terms and conditions of the 2017 Plan
and awards thereunder is included in the Companys definitive
proxy statement filed with the Securities and Exchange Commission
(SEC) on April26, 2017 (the Proxy Statement) under Proposal 5
Approval of the Biogen Inc. 2017 Omnibus Equity Plan, which
section is incorporated herein by reference. The preceding
summary is qualified in its entirety by, and should be read in
conjunction with, the 2017 Plan, which was filed as AppendixB to
the Proxy Statement and is incorporated herein by reference.

Item5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Bylaws

Effective June7, 2017, the Board of Directors of the Company
amended and restated the Companys Third Amended and Restated
Bylaws (the Fourth Amended and Restated Bylaws), which
substantially revised the Companys former bylaws. The following
is a summary of certain provisions of the Fourth Amended and
Restated Bylaws. Such summary is not intended to be complete and
is qualified in its entirety by reference to the full text of the
Fourth Amended and Restated Bylaws filed as Exhibit3.1 to this
Current Report on Form8-K, which is incorporated herein by
reference. A copy of the Fourth Amended and Restated Bylaws
marked to show changes from the Third Amended and Restated Bylaws
is attached as Exhibit3.2 to this Current Report on Form8-K.

Stockholder Proposals, Stockholder Director Nominations
and Stockholder Requested Special Meetings

The Fourth Amended and Restated Bylaws include, among other
things, the following modifications to the provisions related to
the ability of a stockholder to make a proposal or nominate a
director for election or request that a special meeting of
stockholders be called:

1.

Changes the determination whether a stockholder proposal notice or a director nominee notice has been timely delivered by calculating the time period from the first anniversary of the date of the prior years annual meeting. Under the Third Amended and Restated Bylaws, the time period was calculated from the first anniversary of the date the proxy statement for the prior years annual meeting was released to stockholders.

2.

Eliminates a requirement for a stockholder making a proposal or a director nominee at an annual meeting to provide a representation to the Company, as of the record date for such annual meeting, regarding:

a.

such stockholders stock ownership and/or ownership of Derivative Instruments (as defined in the Fourth Amended and Restated Bylaws); and

b.

any agreement, arrangement or understanding with respect to the stockholder proposal or director nominee between such stockholder and beneficial owner (including their respective affiliates).

3.

Adds a requirement for a stockholder making a proposal or a director nominee at an annual or special meeting or requesting a special meeting to update its notice so that all of the information in the notice is true and correct as of the record date for such annual or special meeting, which updated notice is required to be delivered no later than five business days after the later of (i)the record date for such annual or special meeting and (ii)the date notice of the record date is first publicly disclosed.

4.

Changes the standard for the Chairman of the Boards determination whether business or a director nomination was properly brought before an annual meeting from if the facts warrant to if the Chairman of the Board determines in good faith and adds the same provision in connection with stockholder requested special meetings.

5.

Eliminates a requirement that a stockholder (or group of stockholders) that submits a written request for a special meeting of stockholders must have or have had a continuous Net Long Beneficial Ownership (as defined in the Fourth Amended and Restated Bylaws) of at least 25% for at least one year as of the date of such request.

6.

Eliminates a requirement for a stockholders written request for a special meeting of stockholders to include:

a.

evidence of the duration of the stockholders ownership of the Companys stock;

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b.

the information that is required to be provided by a stockholder in connection with an election contest under the proxy rules under the Securities Exchange Act of 1934, as amended (the Exchange Act); and

c.

the information required by Section2.2 of the Fourth Amended and Restated Bylaws (i.e., the stockholder proposal requirements for annual meetings).

7.

Under the Fourth Amended and Restated Bylaws, if a stockholder revokes his/her/its request for a special meeting of stockholders, the Board of Directors, in its discretion, is allowed to decide to either cancel the special meeting or cancel the stockholders proposed business at such meeting (but not otherwise cancel such meeting). Under the Third Amended and Restated Bylaws, if a stockholder revoked his/her/its request for a special meeting of stockholders, the Board of Directors was allowed to cancel the requested special meeting if the remaining stockholders that requested such meeting had, in the aggregate, less than the required Net Long Beneficial Ownership percentage.

8.

Under the Third Amended and Restated Bylaws, a stockholder requested special meeting is not required to be called if the Board of Director has called or calls an annual or special meeting to be held not later than 60days after the date that the valid stockholder request has been delivered. The Fourth Amended and Restated Bylaws adds an additional requirement that, in order for the Board of Directors to avoid calling a stockholder requested special meeting, the stockholder request must contain a similar item as any item on the agenda of the annual or special meeting called by the Board of Directors.

9.

Under the Third Amended and Restated Bylaws, the Company is not required to call a stockholder requested special meeting when the stockholder request (i)is received during the period starting 90days prior to the first anniversary of the date of the prior years annual meeting and ending on the date of the next annual meeting; (ii)contains an identical or substantially similar item to an item that was presented at any stockholder meeting held within 120days prior to the date the stockholder request was delivered to the Company; (iii)relates to an item of business that is not a proper subject for stockholder action; (iv)was made in a manner that involved a violation of the Exchange Act proxy rules or other applicable law; or (v)does not comply with the provisions of Section2.3A of the Bylaws. The Fourth Amended and Restated Bylaws makes the following changes to this provision:

a.

extends the time period in clause(i) from 90days to 120days;

b.

decreases the time period in clause(ii) from 120days to 30days;

c.

clarifies that, when determining whether an item is a similar item for purposes of clause(ii), any ancillary items that are in the stockholder request solely to support the primary request shall be excluded from such determination;

d.

eliminates the reference to the Exchange Act proxy rules in clause(iv); and

e.

eliminates clause(v) in its entirety.

10.

Adds a provision that would not allow any business to be transacted at the stockholder requested special meeting if the requesting stockholder (or a qualified representative) does not appear at the meeting to present the proposed business.

Annual or Special Meetings of Stockholders

The Fourth Amended and Restated Bylaws include, among other
things, the following modifications to the provisions related to
annual or special meetings of stockholders:

1.

Under the Third Amended and Restated Bylaws, each stockholder is entitled to one vote for each share of the Companys stock having voting power held by such stockholder. The Fourth Amended and Restated Bylaws clarifies that each stockholder is entitled to one vote for each share of the Companys stock entitled to vote at a meeting of stockholders and adds a provision that the term votes cast does not include abstentions or broker non-votes.

Election of Directors

The Fourth Amended and Restated Bylaws include, among other
things, the following modifications to the provisions related to
the election of directors:

1.

Moves the provision regarding the voting requirements for the election of directors from Section2.2 to Section3.1 of the Fourth Amended and Restated Bylaws and changes the time period for determining a contested election from the 14thday prior to the proxy statement filing to the 5thday prior to the proxy statement filing.

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2.

Makes the following changes to the written representation and agreement a person must provide to the Company to be eligible to be a nominee for election or reelection as a director:

a.

eliminates the requirement that the written representation and agreement be in the form provided by the Secretary of the Company;

b.

clarifies that all of the references to any agreement, arrangement or understanding in the written representation and agreement include written and oral agreements, arrangements or understandings;

c.

adds a disclosure requirement that the nominee will promptly disclose to the Board of Directors any agreement, arrangement or understanding with any person or entity (other than the Company) with respect to any direct or indirect compensation, reimbursement or indemnification that the nominee becomes a party to after the delivery of the written representation and agreement;

d.

eliminates the requirement that the nominee represents that he/she will provide facts, statements and other information in all communications with the Company and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

e.

eliminates the provision that allows the Company to request additional information from each nominee to allow the Board of Directors to determine if such nominee is independent under the listing requirements of any applicable securities exchange; and

f.

adds a provision that requires each nominee to agree to the conditional (majority voting) resignation policy in Section3.16 of the Fourth Amended and Restated Bylaws.

3.

Under the Third Amended and Restated Bylaws, if the number of directors to be elected at an annual meeting is increased and there is no public announcement by the Company naming the additional nominees at least 100days prior to the first anniversary of the date the proxy statement is released to the stockholders in connection with the previous years annual meeting, a stockholders notice for additional nominees will be considered timely if it is delivered to the Secretary of the Company not later than the close of business on the 10thday following the day of the public announcement was first made by the Company. The Fourth Amended and Restated Bylaws changes the (i)timing of the public announcement to 120days prior to the first anniversary of the date of the prior years annual meeting and (ii)determination whether a stockholders notice is timely from the delivery of the notice to the Secretary to the receipt of the notice by the Secretary of the Company.

Proxy Access

The Fourth Amended and Restated Bylaws include, among other
things, the following modifications to the provisions related to
proxy access:

1.

Makes the following changes to the provisions regarding the notice provided by an eligible stockholder to have such stockholders director nominee included in the Companys proxy materials (the Notice of Proxy Access Nomination):

a.

changes the determination whether a Notice of Proxy Access Nomination has been timely delivered by calculating the time period from the date the Company filed its proxy statement for the prior years annual meeting. Under the Third Amended and Restated Bylaws, the time period was calculated from the first anniversary of the date the Company issued its proxy statement for the prior years annual meeting;

b.

changes the determination of the timeliness of the Notice of Proxy Access Nomination if the annual meeting date changes by more than 30days (earlier or later) by calculating the time period from the anniversary date of the most recent annual meeting. Specifically, the determination whether there has been a change of 30days will now tie to the date the annual meeting is called for as opposed to the actual date of the annual meeting; and

c.

clarifies that the public announcement of an adjournment or postponement of an annual meeting does not commence a new time period (or extend any time period) for the giving of a stockholders notice.

2.

Adds an additional category of director nominees to be included in the determination whether the maximum number of stockholder director nominees has been met for purposes of the proxy access rules. Specifically, any individual with respect to whom the Company receives notice to Section3.1 of the Fourth Amended and Restated Bylaws that a stockholder intends to nominate for election at such meeting will be counted towards the maximum number of stockholder nominees.

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3.

Eliminates the provision that would allow the Company to exclude stockholder nominees from its proxy statement if the Company receives notice that a stockholder intends to nominate for election a number of nominees greater than or equal to 50% of the total number of directors to be elected.

4.

Eliminates the requirement that an eligible stockholder make the following representations to the Company in connection with its Notice of Proxy Access Nomination that the eligible stockholder:

a.

acquired the required stock ownership in the ordinary course of business and not with the intent to change or influence control at the Company and does not presently have such intent; and

b.

will provide facts, statements and other information in all communications with the Company and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

5.

Eliminates the following provisions that allowed the Company to exclude a stockholder director nominee from the Companys proxy statement if the:

a.

eligible stockholder that nominated the individual had engaged or is currently engaged in another persons proxy solicitation within the meaning of the Exchange Act proxy rules;

b.

stockholder director nominee is or becomes a party to any compensatory, payment or other financial agreement, arrangement or understanding with another person or entity other than the Company in connection with service as a director of the Company;

c.

stockholder director nominee is not independent under the listing standards of the applicable securities exchanges, any SEC rules and any publicly disclosed standards used by the Board of Directors;

d.

election of the stockholder director nominee would cause the Company to be in violation of its certificate of incorporation or bylaws;

e.

stockholder director nominee has been an officer or director of a competitor within the past three years (however, the stockholder director nominee cannot be a current officer or director of a competitor); and

f.

eligible stockholder or the stockholder director nominee has breached any of their obligations under the Companys bylaws.

6.

Changes the reason that the Company is allowed to exclude a stockholder director nominee from its proxy statement from if the eligible stockholder or stockholder director nominee fails to comply with its obligations under Section3.1A (Proxy Access for Director Nominations) of the bylaws to if the eligible stockholder or stockholder director nominee fails to comply in all material respects with its obligations under Section3.1A (Proxy Access for Director Nominations) of the Fourth Amended and Restated Bylaws.

Board of Directors

The Fourth Amended and Restated Bylaws include, among other
things, the following modifications to the provisions related to
the Board of Directors:

1.

Adds a provision that either the Board of Directors or the stockholders may fill any vacancy on the Board of Directors resulting from stockholder removal of a director.

2.

Modifies director and director nominee resignation provisions to provide only for the tendering of a conditional irrevocable resignation by a director or director nominee to be effective upon (a)the failure to receive the required number of votes for reelection at the next annual meeting of stockholders at which the director or director nominee faces reelection, and (b)acceptance of such resignation by the Board of Directors.

3.

Adds a provision allowing the Board of Directors (i)to appoint officers in addition to the officers listed in the Fourth Amended and Restated Bylaws and (ii)the ability to delegate to any officer of the Company the power to choose such other officers.

The amendments also include clarifications, updates and other
non-substantive changes to other provisions of the Third Amended
and Restated Bylaws.

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Item5.07

Submission of Matters to a Vote of Security Holders.

On June7, 2017, the Company held the 2017 Annual Meeting. The
final voting results for the 2017 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 2018 annual meeting of stockholders and their successors are duly elected and qualified, with the votes cast as follows:

Nominee		VotesFor		VotesAgainst		Abstentions		BrokerNon-Votes
Alexander J. Denner		168,396,094		3,746,748		138,728		15,577,860
Caroline D. Dorsa		167,599,537		4,548,174		133,859		15,577,860
Nancy L. Leaming		169,478,149		2,661,843		141,578		15,577,860
Richard C. Mulligan		169,064,288		3,074,022		143,260		15,577,860
Robert W. Pangia		167,137,652		5,008,531		135,387		15,577,860
Stelios Papadopoulos		164,497,080		7,130,174		654,316		15,577,860
Brian S. Posner		167,190,038		4,956,522		135,010		15,577,860
Eric K. Rowinsky		167,807,703		4,334,895		138,972		15,577,860
Lynn Schenk		167,582,196		4,568,575		130,799		15,577,860
Stephen A. Sherwin		169,396,876		2,743,345		141,349		15,577,860
Michel Vounatsos		169,420,778		2,725,176		135,616		15,577,860

2.

Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017, with the votes cast as follows:

VotesFor		VotesAgainst		Abstentions		BrokerNon-Votes
184,927,537		2,646,361		285,532

3.

Stockholders approved the advisory vote on executive compensation, with the votes cast as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
168,150,682		3,746,217		384,671		15,577,860

4.

Stockholders approved, on an advisory basis, the one-year option as the frequency of the advisory vote on executive compensation, with the votes cast as follows:

One-Year		Two-Year		Three-Year		Abstentions		Broker Non-Votes
154,348,941		229,704		17,404,763		298,162		15,577,860

Based on these voting results, the Board of Directors has
determined to hold a non-binding, advisory vote on the
compensation of its named executive officers every year until the
next required stockholder vote on the frequency of such advisory
vote. The next stockholder vote on the frequency of such advisory
vote currently is expected to be held at the 2023 annual meeting
of stockholders.

5.

Stockholders approved the 2017 Plan, with the votes cast as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
165,978,520		6,011,749		291,301		15,577,860

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Item9.01

Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed on the Exhibit Index below are filed as part
of this Current Report on Form8-K.

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About Biogen Inc. (NASDAQ:BIIB)

Biogen Inc., formerly Biogen Idec Inc., is a biopharmaceutical company. The Company operates in discovering, developing, manufacturing and delivering therapies to patients for the treatment of neurodegenerative diseases, hematologic conditions and autoimmune disorders segment. The Company markets products, including TECFIDERA, AVONEX, PLEGRIDY, TYSABRI and FAMPYRA for multiple sclerosis (MS), ELOCTATE for hemophilia A and ALPROLIX for hemophilia B, and FUMADERM for the treatment of severe plaque psoriasis. It also has a collaboration agreement with Genentech, Inc., a member of the Roche Group, with respect to RITUXAN for the treatment of non-Hodgkin’s lymphoma, chronic lymphocytic leukemia (CLL) and other conditions, GAZYVA indicated for the treatment of CLL and follicular lymphoma, and other potential anti-CD20 therapies. It also develops late stage product candidates, including Aducanumab (BIIB037) for the treatment of Neurodegeneration, and Nusinersen for other programs.