Welcome to the Biogen annual meeting. Our host for today's call is Caroline Dorsa, Chair of the Board of Biogen. I will now turn the call over to your host, Carolyn Dorsa. You may begin.
Thank you, Jen. Good morning. I'm Caroline Dorsa, Chair of the Board of Biogen, and I want to welcome you to Biogen's 2025 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, Chief Executive Officer, and a Company Director. I'm also joined by each of the other members of our Board of Directors, as well as by members of the Management Executive Team, including 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, Robin Kramer, Chief Financial Officer, Nicole Murphy, Head of Pharmaceutical Operations and Technology, and Priya Singhal, Head of Development.
Kevin Burney, a partner with the firm 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 meeting will consist of the matters submitted to a vote of stockholders as described in our proxy statement. During the meeting, validated stockholders as of April 21st, 2025, the record date for the meeting, who have entered the control number included with their proxy materials, will have an opportunity to vote and ask questions. The agenda and rules of conduct for the meeting are posted on the virtual meeting site. Turning to the business of today's meeting, I can confirm the following preliminary matters. The company has appointed Jennifer Borden of Borden Consulting Group LLC to act as the independent inspector of elections for all matters requiring a stockholder vote at this meeting. Ms.
Borden is in attendance and has a certified list of stockholders as of April 21st, 2025, the meeting record date, who are therefore entitled to vote at this meeting. The holders of proxy solicited by the Board of Directors for this meeting are Christopher Viehbacher, Robin Kramer, and Susan Alexander. A majority of the shares of common stock entitled to vote at this meeting are present or represented by proxy, and 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 17th, 2025, 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 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 is no need to vote during the meeting. Additionally, stockholders who have a question about any meeting proposal 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. The first proposal is the election of directors.
There are 11 director nominees standing for election to serve a one-year term, namely Caroline Dorsa, Maria Freire, William Hawkins, Susan Langer, Jesus Mantas, Lloyd Minor, Menelas Pangalos, 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 ending December 31st, 2025. The third proposal is an advisory vote on executive compensation. 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, and for the advisory vote on executive compensation. There are no other formal matters that have been properly brought before this meeting for a vote of stockholders. We will now take questions from stockholders relating to the meeting proposals. Mr.
Taylor, are there any questions from stockholders relating to the meeting proposals?
Ms. Dorsa, we have received a question from a stockholder. The question is as follows. The calculation of the CEO compensation actually paid in total in the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. How does the Compensation Committee use the compensation actually paid total compensation figures in its calculation of the CEO target total compensation award for the upcoming year?
Thank you, Mr. Taylor, and thank you to the stockholder for that question, which I'm sure is of interest to many stockholders on the line. I will just say as an introductory remark that we do consider competitive factors as well as performance incentives in setting our compensation for all our executives. As the question is specifically related to the Compensation Committee's work, I'll ask Jesus Mantas, the Chair of our Compensation and Management Development Committee, to comment further. Jesus?
Thank you very much for this question. In the way in which the table is laid out, the Compensation Committee does look at the realizable pay and the compensation actually paid in the context of making sure that the compensation program is working as designed to reflect the interest of stockholders and that the compensation of management is aligned with that experience of the stockholder. It is not used directly to determine the following year total compensation based on compensation actually paid.
Thank you, Jesus. Mr. Taylor, are there any other questions?
No, there are no further questions from stockholders on the proposals brought before this meeting.
Thank you, Mr. Taylor. We will then pause for a brief moment for those of you voting online to finish your 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, and the final results will be tabulated by the Inspector of Elections. A preliminary tabulation of the votes indicates that on Proposal One, our 11 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 our executive compensation. We will file the tabulation of the final voting results with the Securities and Exchange Commission on Form 8-K within four business days. This concludes the business of today's meeting, and the meeting is now adjourned. Speaking on behalf of the Board, I will say I'm so pleased with the continued stockholder support by your votes for all directors. Our goal is to continue to pursue our path toward long-term sustainable growth, and we believe Chris and the executive team are well positioned to drive that progress as we look to strengthen and diversify our portfolio. As we discuss in our annual report to stockholders, this is an exciting time for our company, and we're 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 improve the lives of patients. Thank you.
This now concludes the meeting. Thank you for joining, and have a pleasant day.