Biogen Inc. (BIIB)
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AGM 2024

Jun 20, 2024

Operator

Welcome to the annual meeting for Biogen Inc. Our host for today's call is Caroline Dorsa, Chair. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Caroline Dorsa. You may begin.

Caroline Dorsa
Chair of the Board, Biogen

Thank you, Jen.

Good morning. I'm Caroline Dorsa, Chair of the Board of Biogen, and I want to welcome you to Biogen's 2024 annual meeting of stockholders. I'm here today with Wendell Taylor, Chief Corporate Counsel, who will act as Secretary of the Meeting, and Christopher Viehbacher, our President and Chief Executive Officer and a Director of the Company. I'm also joined by the other members of our Board of Directors, as well as members of the Biogen executive team. Management members attending include Susan Alexander, Chief Legal Officer; Ginger Gregory, Chief Human Resources Officer; Jane Grogan, Head of Research; Rachid Izzar, Head of Global Product Strategy and Commercialization; Adam Keeney, Head of Corporate Development; Michael McDonnell, Chief Financial Officer; Nicole Murphy, Head of Pharmaceutical Operations and Technology; and Priya Singhal, Head of Development.

Kevin Burney, the representative of PricewaterhouseCoopers, our independent auditor, is also participating in the meeting and will be available to answer any questions you may have for PwC. The formal portion of the meeting will consist of matters submitted to a vote of stockholders as described in our proxy statement. During the formal portion of the meeting, validated stockholders as of April 25, 2024, the record date for the meeting, who have entered the control number included with their proxy materials, will have an opportunity to vote and to ask questions. Following the formal portion of the meeting, we will provide additional time for general questions. The agenda and rules of conduct for the meeting are posted on the virtual meeting site. Turning to the formal business of today's meeting, I confirm the following preliminary matters.

The Company has appointed Jennifer Borden of Borden Consulting Group, LLC, to act as an independent inspector of elections for all matters requiring a stockholder vote at this meeting. Ms. Borden is in attendance and has certified a list of stockholders as of April 25, 2024, our record date, who are entitled to vote at this meeting. The holders of proxies solicited by the Board of Directors for this meeting are Christopher Viehbacher, Michael McDonnell, and Susan Alexander. A majority of the shares of common stock entitled to vote at this meeting are present or represented by proxies. Therefore, a quorum is present for purposes of conducting the business of the meeting. We will now turn to the meeting proposals. It is now 9:03 A.M. on June 20, 2024, and I hereby declare the polls open for voting on all matters of business.

If there are any stockholders who have previously submitted a proxy and wish to revoke their proxy or change their vote, or if there are any stockholders who have not yet submitted a proxy and wish to vote, you may submit your vote by clicking on the voting link on the virtual meeting site. Stockholders may vote until the polls are closed following the presentation of the proposals. If you have already submitted a proxy and do not wish to change your previously submitted vote, there's no need to vote during the meeting. Additionally, stockholders have a question about any meeting proposal and may submit a question now by clicking the link to ask a question on the virtual meeting site. We will take any questions once all the proposals have been read.

Stockholders, if you have a question that is unrelated to meeting proposals, we ask that you wait until the business discussion period to ask that question. The first proposal is the election of directors. There are nine director nominees standing for election to serve a one-year term, namely Caroline Dorsa, Maria Freire, William Hawkins, Susan Langer, Jesus Mantas , Monish Patolawala, Eric Rowinsky , Stephen Sherwin, and Christopher Viehbacher. The second proposal is the ratification of the Audit Committee's selection of PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ended December 31, 2024. The third proposal is an advisory vote on executive compensation. The fourth proposal is the approval of an amendment to our Articles of Incorporation to add officer exculpation. The fifth proposal is the approval of the Biogen Inc. 2024 Omnibus Plan. If approved, the Biogen Inc.

2024 Omnibus Plan would be used for equity grants for employees and non-employee directors. The sixth proposal is the approval of the Biogen Inc. 2024 Employee Stock Purchase Plan. The Biogen Inc. 2024 Employee Stock Purchase Plan, if approved, would replace the Biogen Inc. 2015 Employee Stock Purchase Plan and would permit qualifying employees to purchase stock of the Company during certain offering periods. The Board recommendations are as follows. Our Board recommends a vote for the election of each director nominee, for the ratification of PwC as the Company's registered public accounting firm, for the advisory vote on executive compensation, for the amendment to our Articles of Incorporation to add officer exculpation, for the approval of the Biogen Inc. 2024 Omnibus Plan, and for the approval of the Biogen Inc. 2024 Employee Stock Purchase Plan.

There are no other formal matters that have properly been brought before this meeting for a vote of stockholders. We will now take questions from stockholders relating to annual meeting matters. As a reminder, if you have a question that's unrelated to the meeting proposals, we ask that you wait until the business discussion period to ask that question. Mr. Taylor, are there any questions from stockholders related to matters properly brought before the meeting?

Wendell Taylor
Chief Corporate Counsel, Biogen

Ms. Chair, there are no questions from stockholders regarding the matters brought before this meeting.

Caroline Dorsa
Chair of the Board, Biogen

Thank you, Mr. Taylor. We will now pause for a brief moment for those of you voting online to finish voting. Now that everyone has had the opportunity to ask questions and vote on the meeting proposals, I hereby declare the polls for the meeting closed at 9:07 A.M. I would like to remind everyone that most of the votes on the matters to be acted upon at this meeting have been cast by proxy, which will be tabulated by the Inspector of Elections. A preliminary tabulation of the votes indicates that on proposal one, our nine director nominees have been elected to our Board of Directors to serve a one-year term. On proposal two, PricewaterhouseCoopers has been ratified as our independent registered public accounting firm. On proposal three, a majority of our stockholders have voted in favor of the advisory vote on executive compensation.

On proposal four, a majority of our stockholders have voted for the amendment to our Articles of Incorporation to add officer exculpation. On proposal five, a majority of our stockholders have voted for the approval of the Biogen Inc. 2024 Omnibus Plan. On proposal six, a majority of our stockholders have voted for the approval of the Biogen Inc. 2024 Employee Stock Purchase Plan. We will file the final voting results with the Securities and Exchange Commission on a Form 8-K within four business days. This concludes the formal business of today's meeting, and the formal portion of the meeting is now adjourned. We will now entertain questions or comments from our stockholders. Mr. Taylor, are there any questions or comments from online stockholders?

Wendell Taylor
Chief Corporate Counsel, Biogen

Ms. Chair, a stockholder has asked the following question. The Company has in place a director resignation governance policy that provides the Board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the policy undermine the voting rights of shareholders by allowing the Board to have the final say on the unelected director's status?

Caroline Dorsa
Chair of the Board, Biogen

Thank you for the question, Mr. Taylor. Thank you for the question from the stockholder. This is actually a longstanding practice of the Company and is actually quite common across industry. I actually think it's very supportive of recognizing the shareholder vote. If the shareholder vote is such that the resignation is offered, it actually goes back to the Board for incremental consideration in the context of the director's contribution, the needs of the Board, the needs of the Company. I actually think by having this policy in place, it provides the voice of the shareholder, but also the opportunity for then the Board to consider afresh the Board members' contribution to the Company in going forward. Thank you for that question. Mr. Taylor, are there any other questions from shareholders?

Wendell Taylor
Chief Corporate Counsel, Biogen

Ms. Chair, no. There are no further questions from stockholders.

Caroline Dorsa
Chair of the Board, Biogen

Thank you, Mr. Taylor. It appears then with no further questions, we will wrap up the meeting. I'm very pleased with the continued shareholder support by your votes for all of our directors. Our goal is to pursue our path toward long-term sustainable growth. The Board believes that Chris and the executive team are well positioned to drive that progress as we aim to strengthen and diversify our product portfolio. As we discussed in our annual report to stockholders, this is an exciting time for our Company, and we are looking forward to what the next year will bring under management's leadership. I look forward to working with Chris and this Board as we seek to execute our growth strategy and advance therapeutic breakthroughs for patients. Thank you, and this concludes our meeting.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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