BIOGEN INC.
For the period ended Jun 9, 2026. Filed Apr 28, 2026.
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Jun 9, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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BIOGEN INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF
2026 Annual Meeting of
Stockholders and Proxy Statement
Tuesday, June 9, 2026
9:00 a.m. Eastern Time
To be held online at:
www.virtualshareholdermeeting.com/BIIB2026
April 28, 2026
Dear Fellow Stockholders
On behalf of the Board of Directors, I thank you for your investment in Biogen and for the confidence you have placed in the Board’s stewardship of your interests. Biogen is focused on delivering long-term value for our stockholders with a high-conviction late-stage pipeline with the potential to drive both meaningful innovation and sustained growth. We made notable progress on this strategy in 2025, where execution on commercialization of our growth products and a sharpened development pipeline focused on neurology, immunology, and rare disease are laying a strong foundation for Biogen’s future.
Key milestones of our progress in 2025 include:
| • | Strong Financial Performance: We drove legacy product performance despite generic competition. The Company increased growth product revenue by 19% year-over-year to $3.3 billion, led by SKYCLARYS, QALSODY, ZURZUVAE, VUMERITY and SPINRAZA, plus Biogen’s 50% share of net revenue and cost of sales, including royalties, from the LEQEMBI Collaboration.1 |
| • | Pipeline Advancement: We are advancing Phase 3 trials for 10 programs, which hold the potential for up to five new product launches over the next several years. Five of these programs were newly initiated or announced in 2025. In addition to advancing our clinical pipeline, we continued commercial portfolio and R&D pipeline expansion through external growth opportunities, including: |
| • | A collaboration with Stoke to co-develop and commercialize zorevunersen for Dravet syndrome by targeting the SCN1A gene, the underlying cause of most cases. |
| • | A strategic collaboration with City to develop select novel RNAi therapies by combining City’s next-generation RNAi engineering technologies with Biogen’s proprietary drug delivery technology, with an initial focus on a single target that mediates key CNS diseases. |
| • | The license of an oral C5aR1 antagonist compound from Vanqua to expand our immunology portfolio by securing exclusive worldwide rights to a well-validated target in neutrophil-mediated inflammation. |
| • | The acquisition of Alcyone to advance ASO delivery and broaden access to ASOs by reducing reliance on repeat lumbar punctures in chronic intrathecal administration. |
| • | A research collaboration with Dayra to discover and develop oral macrocyclic peptides for priority targets in immunological conditions by advancing molecules with biologic-like potential in an oral format. |
| • | Financial Discipline: We completed the implementation of our Fit for Growth initiative, which reduced the company’s cost structure while freeing capital for reinvestment. The program delivered approximately $1 billion in gross and $800 million in net operating expense savings. This financial discipline contributed to delivering non-GAAP Diluted EPS which exceeded full year guidance. |
In early 2026, we entered into a merger agreement with Apellis Pharmaceuticals, Inc. which, upon completion, is expected to bolster Biogen’s near and long-term growth prospects with the addition of EMPAVELI 2 and SYFOVRE 3 and accelerate entry into nephrology and retinal diseases.
In 2025, we continued to strengthen the Board with the addition of a director who brings deep experience and a distinguished record of leadership in research and development across the life sciences and biopharmaceutical sectors. Our newest director further enhances the Board’s oversight of our strategic direction as we expand our portfolio.
Biogen remains committed to broadening access to high quality healthcare for patients worldwide. In 2025, we advanced our standard forpatient-first clinical research, highlighted by completing enrollment for the TOPAZ Phase 3 lupus clinical trials. Lupus disproportionately affects young women, especially women of color, and the trials were intentionally designed to include this cohort. By selecting sites in highly affected communities and addressing real-world barriers like transportation and childcare, we created a trial experience that met patients where they are. Further, in 2025, Biogen and the Biogen Foundation contributed approximately $35 million in grants, donations, sponsorships andin-kind contributions to broaden access to healthcare, address the fundamentals of community health and strengthen the life sciences talent pipeline.
| 1 | VUMERITY was added to the “Growth Product” category after the CMDC set 2025 company performance targets. Therefore, it was excluded from calculations regarding 2025 target achievement. |
| 2 | Approved for the treatment of paroxysmal nocturnal hemoglobinuria, or PNH, and C3 glomerulopathy, or C3G, and primary immune complex membranoproliferative glomerulonephritis, or primary IC-MPGN. |
| 3 | Approved for geographic atrophy. |
My service as a director and Chair of the Board will conclude at the 2026 Annual Meeting. I extend my sincere thanks to our stockholders for their confidence over the past sixteen years, and to my fellow directors, past and present, with whom it has been a privilege to serve. Our Board’s breadth of experience across life sciences and global innovation strengthens oversight. We are better able to deliver long-term value for our stockholders because our Board recognizes the benefit of experience as well as new ideas. I have strong conviction that the Board, under the leadership of Dr. Maria C. Freire as incoming Chair, together with the management team, led by Chris Viehbacher, is well positioned to guide Biogen through its next chapter of growth.
Thank you for your continued support of our efforts.
Caroline Dorsa
Chair of the Board
Our Track Record of Responsiveness to Stockholder Feedback
Our Board values the views of our stockholders and solicits input from them throughout the year. Following the 2025 Annual Meeting where our Say on Pay proposal received 67.7% support, the CMDC and our Board conducted stockholder engagement to better understand stockholder perspectives. We engaged stockholders to get feedback on a range of topics including specific aspects of our business strategy, capital allocation, corporate governance, and our executive compensation practices. All of the stockholder engagement calls were led by our Board and CGC Chair and attended by the Chairs of the CMDC and/or Audit Committee and/or other independent directors.
Stockholder Outreach Following the 2025 Annual Meeting
We reached out to our top 30 stockholders who collectively owned 62% of O/S Stock1 that included 16 stockholders who voted Against 2025 Say on Pay
We had 9 discussions with stockholders who collectively owned 23% of O/S Stock1 that included 3 stockholders who voted Against 2025 Say on Pay
Independent Directors, including our Board and CGC Chair, and Chairs of the CMDC and/or Audit Committeeled 100% of these calls
| 1 | – As of December 31, 2025 |
| 2026 Proxy Statement | -iii- |
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The feedback and perspectives received from stockholders during these meetings were shared with the Board and served as an input to discussions at the Board and its committees, and ultimately informed decisions we made and actions we took for long-term value creation for our stockholders. We have also enhanced disclosures regarding the topics discussed during these stockholder engagement meetings. The table below provides a summary of the executive compensation-based feedback we received from stockholders, how the Board incorporated the feedback into its actions, and how these actions enhance stockholder value.
| Stockholder Feedback “What We Heard” | Actions Taken “What We Did” | Impact of Action “Why It Is Important” |
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| Limit payout opportunities and outcomes when Company financial performance is lower than the prior year. | ✓ Implemented additional requirements for our STI program starting in 2026 to limit payouts to target for each financial metric: • Revenue achievement component limited to target unless 2026 revenue surpasses 2025 revenue • Growth product revenue achievement component limited to target unless 2026 growth product revenue surpasses 2025 growth product revenue, and • EPS achievement component limited to target unless 2026 EPS exceeds the 90th percentile of analyst consensus (as of January 2026). | ✓ Limits financial metrics payouts when performance is lower than prior year. |
| Include a pipeline performance metric into PSUs to incentivize long-term pipeline growth. | ✓ Added a new pipeline development metric to 2026 PSUs to incorporate our long-term sustainable growth goals. | ✓ Strengthens PSU alignment with a key driver of long-term stockholder value. |
| Incentivize above-median performance. | ✓ Increased rTSR metric target performance requirement in our LTI Program from 50th to 55th percentile in 2026. | ✓ Increases the rigor required to achieve a 100% payout for the rTSR metric. |
| Ensure appropriate benchmarking. | ✓ Updated 2026 peer group to remove three peers (Eli Lilly, AbbVie and Merck) and add BeOne Medicines. | ✓ Better aligns our peer group closer to Biogen’s size, revenue and market cap. |
| Greater emphasis on linking CEO compensation to long-term value creation opportunities for Biogen. | ✓ In 2025, we calculated the CEO individual bonus multiplier component of the STI program solely based on Company results. | ✓ Shifts CEO short-term cash compensation to directly align with long-term company performance. |
| Enhance disclosure of rationale and outcomes surrounding executive compensation programs and decisions, including rationale behind setting financial targets in the STI program. | ✓ Enhanced our disclosure to further explain our methodology for how and why we set financial targets in our executive compensation programs. ✓ Continued to disclose details of our achievements against metrics once performance periods have ended, including all financial metrics. | ✓ Supports alignment of interests between executive officers and stockholders. |
| 2026 Proxy Statement | -iv- |
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| Executive Compensation Philosophy | |||
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| Our executive compensation philosophy is to reward executives for the creation of long-term stockholder value. We design performance-based executive compensation that rewards short-term achievements while maintaining accountability for long-term stockholder value creation. We also seek to maintain competitiveness with our peer group to enable us to attract and retain extraordinary leaders who perform at high levels and succeed in a demanding business environment. | |||
| Mission Focused and Business Driven | Competitively Advantageous | Performance Differentiated | Ownership Aligned |
| We emphasize the importance of executing short-term goals while building and sustaining a foundation for long-term success in delivering meaningful and innovative therapies to patients leading to the creation of long-term stockholder value | We benchmark against companies we compete with for talent. Our compensation is designed to enable us to recruit, retain and motivate our leadership team to achieve exceptional results for the company and our stockholders | We align pay outcomes with company and individual performance and reward our best performers for exceeding expectations | We provide equity to all employees to align their interest with the company’s broader goal of creating long-term value for our stockholders |
How Our Pay Practices Align with Our Philosophy
| Practice | Mission Focused / Business Driven | Competitively Advantageous | Performance Differentiated | Ownership Aligned |
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| Variable compensation comprises over 90% of CEO and over 80% of the non-CEO NEO total compensation | ✓ | ✓ | ✓ | ✓ |
| Annual STI and LTI programs are performance-based and include caps on payouts | ✓ | ✓ | ✓ | |
| LTI awards are linked to performance, subject to multi-year vesting periods, and designed to reward long-term performance | ✓ | ✓ | ✓ | ✓ |
| Total pay opportunities are competitive relative to peer group and the broader market in which we compete for talent | ✓ | ✓ | ✓ | ✓ |
| Annual risk assessment performed to ensure our compensation programs do not encourage excessive risk taking | ✓ | ✓ | ||
| Application of robust stock ownership, anti-hedging and pledging policies, and clawback policies that exceed Dodd-Frank requirements | ✓ | ✓ | ✓ | |
| Stockholder feedback is a key input to Board and committee discussions and informs actions taken for long-term value creation for our stockholders | ✓ | ✓ | ✓ | ✓ |
| 2026 Proxy Statement | -v- |
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Board Composition Highlights
Board Composition Highlights
| 91% of Directors areIndependent | 75% of our Audit CommitteeMembers are AuditCommittee Financial Experts | 70% of IndependentDirectors appointedin last 7 years |
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| Our Board consists of10 Independent Directors and our CEO | 3 of our 4Audit Committee members are Audit CommitteeFinancial Experts | 7 of our 10Independent Directorsappointed since 2019 |
| 2026 Proxy Statement | -vi- |
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Notice of 2026 Annual Meeting of Stockholders
| Date: Time: Virtual Meeting: Record Date: | Tuesday, June 9, 2026 9:00 a.m. Eastern Time Online only at www.virtualshareholdermeeting.com/BIIB2026 April 21, 2026. Only Biogen stockholders of record at the close of business on the Record Date are entitled to receive notice of, and vote at, the Annual Meeting. |
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| Items of Business: | 1. To elect the 10 nominees identified in the accompanying Proxy Statement to our Board to each serve for a one-year term extending until our 2027 annual meeting of stockholders and his or her successor is duly elected and qualified. 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 3. To hold an advisory vote on executive compensation. 4. To transact such other business as may be properly brought before the annual meeting and any adjournments or postponements. |
| Voting: | You will not be able to attend the annual meeting in person. Your vote is extremely important regardless of the number of shares of stock you own. Whether or not you expect to attend the annual meeting online, we urge you to vote as promptly as possible by telephone or Internet or by signing, dating and returning a printed proxy card or voting instruction form, as applicable. If you attend the annual meeting online, you may vote your stock during the annual meeting virtually via the Internet even if you previously voted your proxy. Please vote as soon as possible to ensure that your stock will be represented and counted at the annual meeting. |
| Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders To Be Held on June 9, 2026: The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report on Form 10-K are available at the following website: www.proxyvote.com. | |
By Order of Our Board of Directors,
Wendell Taylor,
Chief Corporation Counsel, Secretary
225 Binney Street
Cambridge, Massachusetts 02142
April 28, 2026
This Notice of 2026 Annual Meeting of Stockholders and Proxy Statement are first being sent to stockholders on or about April 28, 2026.
Our 2025 Annual Report on Form 10-K is being sent with this Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.