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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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Under § 240.14a-12
BIOGEN IDEC 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 the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Biogen Idec Inc. Annual Stockholder Meeting Notice
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Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 2, 2011
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy
materials for the annual shareholders meeting are available on the Internet. Follow the
instructions below to view the materials and vote online or request a copy. The items to be voted
on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting. The proxy statement, 2010 Form 10-K and
annual report to shareholders are available at:
www.investorvote.com/biib
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Easy Online Access A Convenient Way to View Proxy Materials and Vote |
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When you go online to view materials, you can also vote your shares. |
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Step 1: Go to www.investorvote.com/biib. |
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Step 2: Click on the icon on the right to view current meeting materials. |
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Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. |
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Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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Obtaining a Copy of the Proxy Materials If you want to receive a copy of these documents, you
must request one. There is no charge to you for requesting a copy. Please make your request for a
copy as instructed on the reverse side on or before May 19, 2011 to facilitate timely delivery. |
Biogen Idec Inc. Annual Stockholder Meeting Notice
Biogen Idec Inc.s Annual Meeting of Stockholders will be held at Biogen Idec Inc., 15 Cambridge
Center, Cambridge, Massachusetts 02142, on June 2, 2011, 9:00 A.M. (local time).
Proposals to be voted on at the meeting are listed below along with the Board of Directors
recommendations.
The Board of Directors recommends a vote FOR all nominees, FOR Proposals 2, 3 and 5 and every 1 YR
for Proposal 4:
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Election of Directors. Shareholders are asked to mark a vote for each of the 12 director
nominees listed. If Proposal 5 is approved, the twelve director nominees numbered 1 through 12 are
standing for election (to serve a one-year term). If Proposal 5 is not approved, only the four
director nominees numbered 1 through 4 are standing for election (to serve a three-year term). |
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01 - Caroline D. Dorsa
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02 - Stelios Papadopoulos
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03 - George A. Scangos
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04 - Lynn Schenk |
05 - Alexander J. Denner
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06 - Nancy L. Leaming
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07 - Richard C. Mulligan
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08 - Robert W. Pangia |
09 - Brian S. Posner
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10 - Eric K. Rowinsky
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11 - Stephen A. Sherwin
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12 - William D. Young |
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To ratify the selection of PricewaterhouseCoopers LLP as Biogen Idecs independent registered
public accounting firm for the fiscal year ending December 31, 2011. |
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Say on Pay - An advisory vote on executive compensation. |
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Say When on Pay - An advisory vote on the frequency of the advisory vote on executive
compensation. |
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To approve an amendment to Biogen Idecs Amended and Restated Certificate of Incorporation
eliminating the classification of the Board of Directors. |
We may also act upon such other matters as may properly come before the meeting or any adjournment
or postponement thereof.
PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online
or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and
vote at the meeting, please bring this notice with you.
The proxy statement, 2010 Form 10-K and annual report to shareholders are also available at:
www.biogenidec.com/ar2010.
For directions to the Annual Meeting, please contact the Biogen Idec Investor Relations Department
at (781) 464-2442.
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Heres how to order a copy of the proxy materials and select a future delivery preference: |
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Paper copies: Current and future paper delivery requests can be submitted via the telephone,
Internet or email options below.
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Email copies: Current and future email delivery requests must be
submitted via the Internet following the instructions below. If you request an email copy of
current materials you will receive an email with a link to the materials. |
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PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of
proxy materials. |
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Internet Go to www.investorvote.com/biib. Follow the instructions to log in and order a copy
of the current meeting materials and submit your preference for email or paper delivery of future
meeting materials. |
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Telephone Call us free of charge at 1-866-641-4276 and follow the instructions to log in and
order a paper copy of the materials by mail for the current meeting. You can also submit a
preference to receive a paper copy for future meetings. |
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Email Send email to investorvote@computershare.com with Proxy Materials Biogen Idec Inc. in
the subject line. Include in the message your full name and address, plus the number located in the
shaded bar on the reverse, and state in the email that you want a paper copy of current meeting
materials. You can also state your preference to receive a paper copy for future meetings. |
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To facilitate timely delivery, all requests for a paper copy of the proxy materials must be
received by May 19, 2011. |