Form 8-K - Current report

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): September 11, 2024

LOGO

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 5.02

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

(d) Appointment of Dr. Lloyd Minor and Prof Sir Menelas Pangalos to the Board of Directors

On September 11, 2024, the Board of Directors (the “Board”) of Biogen Inc. (the “Company”) increased the size of the Board and elected Lloyd B. Minor, M.D. and Sir Menelas (Mene) Pangalos, Ph.D. as directors, effective October 1, 2024 and January 1, 2025, respectively, with each director’s term expiring at the Company’s 2025 Annual Meeting of Stockholders.

Dr. Minor and Prof Sir Pangalos will receive the annual cash and equity compensation received by each of the Company’s non-employee directors, as described in the Company’s proxy statement dated as of April 26, 2024. Both Dr. Minor and Prof Sir Pangalos will enter into an indemnification agreement with the Company on the same terms as the Company has previously entered into with its other directors, a form of which has been previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2011.

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: September 12, 2024

Document and Entity Information	Sep. 11, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000875045
Document Type	8-K
Document Period End Date	Sep. 11, 2024
Entity Registrant Name	Biogen Inc.
Entity Incorporation State Country Code	DE
Entity File Number	0-19311
Entity Tax Identification Number	33-0112644
Entity Address, Address Line One	225 Binney Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	(617)
Local Phone Number	679-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0005 par value
Trading Symbol	BIIB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false