Biogen (BIIB) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with 19% growth in product revenue to $3.3 billion, driven by key products and collaborations, and completed the Fit for Growth initiative, delivering $1 billion in gross and $800 million in net operating expense savings.

• Advanced 10 Phase 3 clinical programs, with five new programs initiated or announced in 2025, and expanded the portfolio through collaborations and acquisitions, including a pending merger with Apellis Pharmaceuticals to bolster growth in nephrology and retinal diseases.

• Enhanced board composition with the addition of a director with deep R&D leadership experience, and transitioned board leadership from Caroline Dorsa to Dr. Maria C. Freire as Chair after the 2026 Annual Meeting.

• Maintained a strong commitment to patient access, diversity in clinical trials, and community health, contributing $35 million in grants and donations in 2025.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 10 director nominees for one-year terms, ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 independent directors and the CEO, with 91% independence and 70% of independent directors appointed since 2019.

• Board succession planning emphasizes diversity, skills, and regular refreshment, with an average independent director tenure of 7 years.

• Board committees (Audit, Compensation and Management Development, Corporate Governance) are fully independent and met regularly in 2025.

• Stockholders have rights to call special meetings, act by written consent, and access proxy nomination for up to 25% of the board.