SEC EDGAR · 8-K
8-K – 2026-06-10 – form8-k.htm
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false 0000875045 0000875045 2026-06-09 2026-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 9, 2026 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 per share 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 9, 2026, Biogen Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. The final voting results for this meeting are as follows: 1. Stockholders elected ten nominees to the Board of Directors to serve for a one-year term extending until the 2027 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 Maria C. Freire 103,033,121 18,790,237 84,064 9,359,127 William A. Hawkins 102,135,204 19,683,098 89,120 9,359,127 Susan K. Langer 103,931,406 17,886,544 89,472 9,359,127 Jesus B. Mantas 101,698,187 20,117,077 92,158 9,359,127 Lloyd Minor 121,220,738 594,000 92,684 9,359,127 Menelas Pangalos 121,130,060 682,983 94,379 9,359,127 Monish Patolawala 120,796,249 1,016,057 95,116 9,359,127 Eric K. Rowinsky 93,569,685 28,216,589 121,148 9,359,127 Stephen A. Sherwin 103,025,923 18,788,272 93,227 9,359,127 Christopher A. Viehbacher 121,127,966 688,051 91,405 9,359,127 2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with the votes cast as follows: Votes For Votes Against Abstentions 124,551,887 6,627,086 87,576 3. Stockholders approved the advisory vote on executive compensation, with the votes cast as follows: Votes For Votes Against Abstentions Broker Non-Votes 114,184,816 7,454,737 267,869 9,359,127 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 10, 2026