-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCq5Pg+cpd299ruoT1gVUPBM92NRRk1OwHJ5oVKiwa/jQDV4SdpwYJ9iMnX9BDib V1LBnb8sWD4v7or06Ijfdw== 0000950135-99-002493.txt : 19990511 0000950135-99-002493.hdr.sgml : 19990511 ACCESSION NUMBER: 0000950135-99-002493 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990611 FILED AS OF DATE: 19990510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-12042 FILM NUMBER: 99615005 BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176792000 MAIL ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 DEF 14A 1 BIOGEN, INC. 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ] - -------------------------------------------------------------------------------- Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 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 THE APPROPRIATE BOX): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] 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. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: - -------------------------------------------------------------------------------- 2 [BIOGEN LOGO] Notice of 1999 Annual Meeting and Proxy Statement 3 - -------------------------------------------------------------------------------- [BIOGEN LOGO] May 7, 1999 Dear Stockholder: You are cordially invited to attend the 1999 Annual Meeting of Stockholders of Biogen, Inc. to be held at 10:00 a.m. on Friday, June 11, 1999 at the Company's offices located at 12 Cambridge Center, Cambridge, Massachusetts. At the Annual Meeting, four persons will be elected to the Board of Directors. The Board of Directors recommends the re-election of the nominees named in the Proxy Statement. In addition, the Company will ask the stockholders to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the fiscal year ending December 31, 1999 and to approve an amendment to the Company's Articles of Organization to increase the number of authorized shares of Common Stock. Whether you plan to attend the Annual Meeting or not, it is important that you promptly fill out, sign, date and return the enclosed proxy card in accordance with the instructions set forth on the card. This will ensure your proper representation at the Annual Meeting. Sincerely, /s/ James L. Vincent --------------------------------- James L. Vincent Chairman of the Board and Chief Executive Officer YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY. 4 BIOGEN, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 1999 TO THE STOCKHOLDERS OF BIOGEN, INC.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting") of Biogen, Inc., a Massachusetts corporation, will be held at 10:00 a.m. on Friday, June 11, 1999 at Biogen's offices located at 12 Cambridge Center, Cambridge, Massachusetts 02142 for the following purposes: 1. To elect four members to the Board of Directors to serve for a three-year term ending at the Annual Meeting of Stockholders in 2002 and until their successors are duly elected and qualified or their earlier resignation or removal. 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the fiscal year ending December 31, 1999. 3. To approve an amendment to the Company's Articles of Organization to increase the number of authorized shares of Common Stock, par value $.01 per share, from 110,000,000 shares to 375,000,000 shares. 4. To transact such other business as may be properly brought before the Meeting and any adjournments thereof. The Board of Directors has fixed the close of business on April 15, 1999 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournments thereof. All stockholders are cordially invited to attend the Meeting. However, to ensure your representation, you are requested to complete, sign, date and return the enclosed proxy as soon as possible in accordance with the instructions on the proxy card. A return addressed envelope is enclosed for your convenience. BY ORDER OF THE BOARD OF DIRECTORS /s/ JAMES L. VINCENT ---------------------------------- JAMES L. VINCENT Chairman of the Board and Chief Executive Officer Cambridge, Massachusetts May 7, 1999 5 BIOGEN, INC. 14 CAMBRIDGE CENTER CAMBRIDGE, MASSACHUSETTS 02142 (617) 679-2000 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 1999 This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Biogen, Inc. (the "Company") of proxies to be voted at the Annual Meeting of Stockholders (the "Meeting") which will be held at the Company's offices at 12 Cambridge Center, Cambridge, Massachusetts on Friday, June 11, 1999 at 10:00 a.m. for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. Shares represented by valid proxies, received in time for the Meeting and not revoked prior to the Meeting, will be voted at the Meeting. A stockholder may revoke a proxy before the proxy is voted by delivering to the Clerk of the Company a signed statement of revocation or a duly executed proxy bearing a later date. Any stockholder at the Meeting who has executed a proxy but is present may vote in person by revoking the proxy. This Proxy Statement and the accompanying proxy are being mailed on or about May 10, 1999 to all stockholders entitled to notice of and to vote at the Meeting. The close of business on April 15, 1999 is the record date for determining the stockholders entitled to notice of and to vote at the Meeting. On that date, the Company had 75,263,543 shares of Common Stock outstanding and entitled to vote. ELECTION OF DIRECTORS The Company's Board of Directors consists of twelve members divided into three equal classes serving staggered three-year terms. The term of one class of directors expires at the Meeting. Four directors are to be elected to the class whose term expires at the Meeting. They will hold office until the Annual Meeting of Stockholders in 2002 and until their successors assume office unless they resign or are removed. VOTE A plurality of the votes cast at the Meeting is required to elect a director. If any nominee is unable or unwilling to accept nomination or election, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend. THE BOARD OF DIRECTORS RECOMMENDS ELECTION OF THOMAS F. KELLER, ROGER H. MORLEY, PHILLIP A. SHARP AND JAMES C. MULLEN AS DIRECTORS. INFORMATION ABOUT THE DIRECTORS [PICTURE] Director since 1991; Member of the class of directors Alexander G. Bearn, M.D. with term ending in 2000; Executive Officer of the (76) American Philosophical Society since 1997; Visiting Physician, Adjunct Professor at the Rockefeller University in New York since 1966 and Trustee of the Rockefeller University since 1970; Trustee of Howard Hughes Medical Institute since 1987; from 1979 to 1988, Senior Vice President for Medical and Scientific Affairs of the International Division of Merck & Co.; Director of Vasomedical, Inc.; member of the Scientific Board of the Company and nominated as a director pursuant to designation by the Scientific Board. 1 6 [PICTURE] Director since 1990; Member of the class of directors Alan Belzer with term ending in 2001; President, Chief Operating (age 66) Officer and Director, Allied-Signal, Inc. from 1988 to 1993; from 1983 to 1988, Executive Vice President and President, Engineered Materials Sector, Allied-Signal, Inc. [PICTURE] Director since 1986; Member of the class of directors Harold W. Buirkle with term ending in 2000; Managing Director, The (age 78) HenleyGroup, Inc. from 1986 to 1990; from 1983 to 1985, Executive Vice President, Finance and Planning, Allied Corporation (now Allied-Signal, Inc.). [PICTURE] Director since 1997; Member of the class of directors Mary L. Good, Ph.D. with term ending in 2001; Managing Member, Venture (age 67) Capital Investors, LLC since 1997; Donaghey University Professor at University of Arkansas at Little Rock since September 1998; Under Secretary for Technology, United States Department of Commerce from 1993 to 1997; Senior Vice President, Technology, Allied Signal, Inc. from 1988 to 1993; Director of IDEXX Laboratories and Whatman Co. plc. [PICTURE] Director since 1996; R.J. Reynolds Professor of Thomas F. Keller, Ph.D. Business Administration, Duke University, since 1974; (age 67) Dean, Fuqua School of Business, Duke University, from NOMINEE FOR RE-ELECTION 1974 until 1996; Director of American Business Products, LADD Furniture Co., Inc., Dimon, Inc., Wendy's International, Nations Funds and Mentor Series Trust. 2 7 [PICTURE] Director since 1987; Vice President, Schiller Roger H. Morley International University, Heidelberg, Germany since (age 67) 1983; Co-Managing Director, R&R Inventions Ltd., NOMINEE FOR RE-ELECTION Birmingham, U.K; Advisory Director of Bank of America, Illinois; Director, Blyth Industries. Director since April 1999; President and Chief [PICTURE] Operating Officer of Biogen, Inc. since January 1999; James C. Mullen Vice President-International of Biogen, Inc. from (age 40) 1996 until January 1999; Vice President-Operations of NOMINEE FOR RE-ELECTION Biogen, Inc. from 1991 to 1996. Prior to joining Biogen in 1989, Mr. Mullen held various positions of responsibility at Smith Kline-Beckman Corporation (now SmithKline Beecham) from 1984 to 1988, including Director Engineering SmithKline and French Laboratories Worldwide. [PICTURE] Director since 1980; Member of the class of directors Sir Kenneth Murray, Ph.D. with term ending in 2001; Biogen Professor of (age 68) Molecular Biology, University of Edinburgh, Scotland since 1984 (Emeritus since 1998); during 1985 and 1986, Interim Research Director of Biogen S.A; Fellow of the Royal Society; Vice Chairman of the Scientific Board of the Company and nominated as a director pursuant to designation by the Scientific Board. [PICTURE] Director since 1982; Institute Professor, Center for Phillip A. Sharp, Ph.D. Cancer Research Massachusetts Institute of Technology (age 54) since March 1999; from 1991 until March 1999, NOMINEE FOR RE-ELECTION Salvador E. Luria Professor and Head of the Department of Biology, Center for Cancer Research, MIT; Director of the Center for Cancer Research at MIT from 1985 to 1991; Chairman of the Scientific Board of the Company and nominated as a director pursuant to designation by the Scientific Board; Nobel Laureate. 3 8 [PICTURE] Director since 1997; Member of the class of directors Alan K. Simpson with term ending in 2000; United States Senator from (age 67) Wyoming from 1979 to 1997; Director of PacifiCorp. and I.D.S.-American Express. [PICTURE] Director since 1986; Member of the class of directors James W. Stevens with term ending in 2001; Chairman, Prudential Asset (age 62) Management Group from 1993 to 1995; Executive Vice President, The Prudential Insurance Company of America and Prudential Investment Corporation from 1987 to 1995; Managing Director, Dillon, Read & Company Inc. from 1985 until 1987; from 1984 until 1985, Group Executive of Citicorp and Citibank N.A. and Chairman of Citicorp Venture Capital, Ltd; Director of Maxcor Financial Group Inc. and Pen-Tab Industries, Inc. [PICTURE] Director since 1985; Member of the class of directors James L. Vincent with term ending in 2000; Chairman of the Board of (age 59) Directors of Biogen, Inc. since 1985; Chief Executive Officer of Biogen, Inc. since December 1998 and from 1985 until February 1997, and President from 1985 to February 1994; from 1982 to 1985, Group Vice President, Allied Corporation (now Allied-Signal, Inc.) and President, Allied Health and Scientific Products Company; from 1979 through 1980, Executive Vice President, Chief Operating Officer and a Director of Abbott Laboratories, Inc.; Director of CuraGen Corporation. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES The Board has a Compensation and Management Resources Committee, a Finance and Audit Committee, a Stock and Option Plan Administration Committee, a Nominating Committee and a Project Share Committee. The Compensation and Management Resources Committee, whose members are Roger Morley (Chairman), Harold W. Buirkle, Mary L. Good, Phillip A. Sharp and James L. Vincent, makes recommendations to the Board concerning remuneration and benefits for senior executives, and reviews executive development and succession. The Finance and Audit Committee, whose members are Harold W. Buirkle (Chairman), Alan Belzer, James W. Stevens, Thomas F. Keller and James C. Mullen, reviews the Company's quarterly and annual financial statements and Annual Report on Form 10-K, considers matters relating to accounting policy and internal controls, reviews the scope of annual audits, recommends independent public accountants to the Board and makes recommendations concerning financial, investment and taxation policies. The Project Share Committee, whose members are Phillip A. Sharp (Chairman), Kenneth Murray and James L. Vincent, recommends to the Board stock and stock option awards for scientific consultants. The Stock and Option Plan Administration Committee, whose members are Roger H. Morley and Harold W. Buirkle, administers certain stock and stock option plans. The Nominating Committee whose members are Alan Belzer (Chairman), Kenneth Murray, Alexander G. Bearn, James W. Stevens and James L. Vincent, identifies, evaluates and nominates candidates to fill Board positions. The Nominating Committee 4 9 will consider nominees recommended by the Company's stockholders. Stockholders wishing to nominate a person for election to the Board of Directors must follow the procedures described in the Company's By-laws. The Board of Directors met six times in 1998. Each of the Committees, except for the Project Share Committee and the Nominating Committee, met five times in 1998. Neither the Project Share Committee nor the Nominating Committee met in 1998. No director attended fewer than 75% of the total number of meetings of the Board or of Committees of the Board on which he or she served during 1998. Non-employee members of the Company's Board of Directors receive a $20,000 per year retainer, $1,500 for each Board meeting attended and $500 for attending each meeting of Committees of the Board on which they serve, except for Committee chairmen, who receive $1,000 per Committee meeting attended. Those directors who are members of the Company's Scientific Board and who are not Company employees also received in 1998 an annual consulting fee of $20,000, $2,000 per day for Scientific Board meetings, and $500 per day for each full working day spent in the Company's laboratories, except for the Chairman of the Scientific Board whose annual consulting fee in 1998 was $75,000. Directors who are not members of the Company's Scientific Board are eligible to participate in the Company's 1985 Non-Qualified Stock Option Plan (the "1985 Plan"). In 1998, James W. Stevens, Harold W. Buirkle and Roger H. Morley were each granted options for the purchase of 30,000 shares of the Company's Common Stock under the 1985 Plan. Directors who are members of the Scientific Board are eligible to participate in the Company's 1987 Scientific Board Stock Option Plan (the "1987 Plan"). In 1998, Alexander G. Bearn and Kenneth Murray were each granted options for the purchase of 30,000 shares of the Company's Common Stock under the 1987 Plan, and Phillip A. Sharp was granted an option for the purchase of 75,000 shares. Directors may defer all or part of their cash compensation pursuant to the Company's Voluntary Board of Directors Savings Plan. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS The Board of Directors has selected PricewaterhouseCoopers LLP, independent accountants, to examine the financial statements of the Company for the year ending December 31, 1999. PricewaterhouseCoopers examined the Company's financial statements for the year ended December 31, 1998. If the stockholders do not ratify the selection of PricewaterhouseCoopers as the Company's independent accountants, the Board of Directors will reconsider its selection. The Company expects that representatives of PricewaterhouseCoopers will attend the Meeting, have the opportunity to make a statement if they so desire, and be available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999. 5 10 SHARE OWNERSHIP The following table sets forth information as of April 7, 1999 concerning the ownership of Common Stock by each stockholder known by the Company to be the beneficial owner of more than 5% of the Company's outstanding shares of Common Stock, each current member of the Board of Directors, each of the executive officers named in the Summary Compensation Table included in this Proxy Statement and all current directors and executive officers as a group. Except as otherwise noted, the persons or entities identified have sole voting and investment power with respect to their shares.
SHARES BENEFICIALLY OWNED ------------------------- NAME AND ADDRESS** NUMBER(1) PERCENT(1) - ------------------ --------- ---------- Alexander G. Bearn.......................... 30,200(2) * Alan Belzer................................. 104,000(3) * Harold W. Buirkle........................... 201,500 * Mary L. Good................................ 20,000(3) * Thomas F. Keller............................ 20,400(4) * Roger H. Morley............................. 40,000(3) * Kenneth Murray.............................. 424,000(5) * Phillip A. Sharp............................ 458,000(6) * Alan K. Simpson............................. 9,320(7) * James W. Stevens............................ 152,000(8) * James R. Tobin.............................. 0 0 James L. Vincent............................ 825,513(9) 1.09% James C. Mullen............................. 236,974(10) * Joseph M. Davie............................. 272,044(11) * Irving H. Fox............................... 13,236(12) * Michael J. Astrue........................... 108,922(13) * All current executive officers and directors as a group (23 persons)......... 3,380,121(14) 4.36% FMR Corp.................................... 7,565,800(15) 10.6% 82 Devonshire St Boston, MA 02109 Neuberger Berman, LLC....................... 4,156,665(16) 5.53% 605 Third Ave New York, NY 10158-3698
- --------------- * Represents beneficial ownership of less than 1% of the Company's outstanding shares of Common Stock. ** Addresses are given only for beneficial owners of more than 5% of the Company's outstanding shares of Common Stock. (1) All references to options in these notes mean those options which are held by the respective person on April 7, 1999 and which are exercisable on April 7, 1999 or become exercisable on or before sixty days after April 7, 1999. The calculation of percentages is based upon the number of shares issued and outstanding at April 7, 1999, plus shares subject to options held by the respective person at April 7, 1999, which are exercisable on April 7, 1999 or become exercisable on or before sixty days after April 7, 1999. (2) Includes 30,000 shares which may be acquired pursuant to options. (3) Represents shares which may be acquired pursuant to options. 6 11 (4) Includes 20,000 shares which may be acquired pursuant to options. Shares are held by a partnership of which Dr. Keller is a general partner. (5) Includes 72,000 shares which may be acquired pursuant to options. (6) Includes 102,000 shares which may be acquired pursuant to options. (7) Includes 9,320 shares which may be acquired pursuant to options, and includes option shares held by Mr. Simpson's wife. (8) Includes 72,000 shares which may be acquired pursuant to options. (9) Includes 792,500 shares which may be acquired pursuant to options. Certain of the shares acquired upon exercise of such options are subject to repurchase by the Company under certain circumstances. Includes 1,213 shares held under the Company's 401(k) plan. (10) Includes 223,133 shares which may be acquired pursuant to options and 851 shares held under the Company's 401(k) plan. (11) Includes 261,142 shares which may be acquired pursuant to options and 272 shares held under the Company's 401(k) plan. (12) Includes 936 shares held under the Company's 401(k) plan. (13) Includes 96,866 shares which may be acquired pursuant to options and 478 shares held under the Company's 401(k) plan. (14) Includes 2,258,543 shares which may be acquired pursuant to options. Does not include shares which may be purchased after March 1999 by executive officers who are currently participants in the 1983 Employee Stock Purchase Plan. Includes 8,250 shares held under the Company's 401(k) plan. (15) FMR Corp. ("FMR") is a holding company. Fidelity Management & Research Company ("Fidelity"), a wholly-owned subsidiary of FMR, is the beneficial owner of 7,434,000 shares as a result of acting as an investment adviser to several investment companies and as a result of acting as subadviser to Fidelity American Special Situations Trust ("FASST"). Fidelity Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR, is the beneficial owner of 96,700 shares as a result of its serving as an investment manager of institutional accounts. Also included are 36,000 shares held by Fidelity International Limited ("FIL") as the result of its acting as an investment advisor to several investment companies. The amount beneficially owned by FIL includes 900 shares owned by FASST which are also included in the amount reported as beneficially owned by Fidelity. FMR, Edward C. Johnson 3rd and Abigail P. Johnson, through their control of FMR, have sole power to dispose of 7,433,100 of the shares beneficially owned by Fidelity and all of the shares beneficially owned by FMTC and have sole power to vote 52,000 of the shares beneficially owned by FMTC. The power to vote the shares beneficially owned by Fidelity resides with the funds' Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the funds' Board of Trustees. FIL, FMR Corp, through its control of Fidelity, and FASST each has sole power to vote and to dispose of the 900 shares held by FASST. The above information was reported on Schedule 13G as of January 7, 1999. (16) Neuberger Berman, LLC and Neuberger Berman Management, Inc. serve as sub-adviser and investment manager, respectively, of Neuberger Berman's various mutual funds, and as such are deemed to be beneficial owners of the shares held by the funds. Neuberger Berman has sole voting power over 2,775,200 of the shares, and shares dispositive power over all of the shares. The above information was reported on a Schedule 13-G as of February 5, 1999. 7 12 EXECUTIVE COMPENSATION The following table sets forth the compensation of those persons who served as the Company's Chief Executive Officer in 1998 and the four other most highly compensated executive officers (the "Named Executive Officers") during the three fiscal years ended December 31, 1998. SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION ---------------------------------------------- --------------- SHARES NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER POSITION(1) YEAR SALARY BONUS COMPENSATION(2) OPTIONS(#)(1) COMPENSATION(3) - ------------------ ---- ------ ----- --------------- ------------- --------------- James L. Vincent................... 1998 $1,014,000 $ 0 $ 0 60,000 $19,279 Chairman of the Board 1997 975,000 0 0 150,000 33,564 and Chief Executive Officer 1996 860,000 750,000 0 0 31,167 James R. Tobin..................... 1998 634,998 540,000 21,626 220,000 4,602 Former President and 1997 573,575 400,000 43,447 240,000 5,355 Chief Executive Officer 1996 460,000 275,000 161,707 0 4,618 Joseph M. Davie.................... 1998 329,992 80,000 0 10,000 8,530 Senior Vice President -- 1997 310,000 74,500 25,000 10,000 8,685 Research 1996 296,000 58,000 25,000 10,000 6,964 Irving H. Fox...................... 1998 265,980 64,500 0 5,000 9,106 Former Vice President -- 1997 256,000 61,500 0 10,000 6,760 Medical Affairs 1996 246,500 66,500 35,000 10,000 6,032 James C. Mullen.................... 1998 260,000 70,900 0 30,000 4,010 President and 1997 245,000 59,000 67,757 20,000 3,472 Chief Operating Officer 1996 216,500 64,000 0 20,000 3,137 Michael J. Astrue.................. 1998 250,000 76,500 0 15,000 4,030 Vice President -- 1997 225,000 61,000 0 12,000 4,081 General Counsel 1996 210,000 53,000 19,818 10,000 3,667
- --------------- (1) Mr. Vincent became Chief Executive Officer in December 1998 after the resignation of James R. Tobin. Mr. Vincent served as Chairman during all of 1998. Dr. Fox resigned as Vice President -- Medical Affairs in January 1999. The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon their respective resignations. (2) Other Annual Compensation in 1998 for Mr. Tobin includes the portion of payments made under a contingent bonus and mortgage loan forgiveness program in connection with his hiring which became vested during the last fiscal year in the amount of $21,626. (3) All Other Compensation in 1998 for all of the named individuals includes the dollar value of matching contributions made in shares of the Company's Common Stock during the last fiscal year under the Company's 401(k) plan in the amount of $2,400 for each of the named individuals, and matching amounts of less than $100 per officer made by the Company under its non-qualified Voluntary Executive Supplemental Savings Plan for compensation in excess of the amount that may be taken into account under the 401(k) plan. All Other Compensation also includes, for each of the named individuals, the dollar value of premiums paid by the Company during the last fiscal year with respect to term life insurance for their benefit under an executive life insurance program in the amount of $16,779 for Mr. Vincent, $2,102 for Mr. Tobin, $6,030 for Dr. Davie, $6,606 for Dr. Fox, $1,510 for Mr. Mullen and $1,530 for Mr. Astrue. 8 13 OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth information regarding options granted to the Named Executive Officers in 1998.
POTENTIAL REALIZABLE INDIVIDUAL GRANTS VALUE AT ASSUMED ------------------------------------------------------ ANNUAL RATES OF NUMBER OF % OF TOTAL STOCK PRICE SHARES OPTIONS APPRECIATION FOR UNDERLYING GRANTED OPTION TERM(2) OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------- NAME GRANTED(1) IN FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($) - ---- ---------- -------------- ----------- ---------- ----------- ----------- James L. Vincent.......... 60,000 4.05 $81.4688 12/11/08 $ 3,074,113 $ 7,790,409 James R. Tobin(3)......... 220,000 14.80 81.4688 12/11/08 11,271,746 28,564,834 Joseph M. Davie........... 10,000 0.67 81.4688 12/11/08 512,352 1,298,402 Irving H. Fox(3).......... 5,000 0.34 81.4688 12/11/08 256,176 649,201 James C. Mullen........... 30,000 2.02 81.4688 12/11/08 1,537,056 3,895,205 Michael J. Astrue......... 15,000 1.01 81.4688 12/11/08 768,528 1,947,602
- --------------- (1) All options listed were granted pursuant to the 1985 Plan at the market price on the date of grant and have ten-year terms. All of the options, except those granted to Mr. Vincent, vest annually in equal installments over five years, commencing one year from the date of grant. The options granted to Mr. Vincent are immediately exercisable, but the shares issuable upon exercise of the options are subject to repurchase by the Company under certain conditions and for a specified period. (2) The potential realizable values for all stockholders at the assumed annual rates of stock price appreciation of 5% and 10% would be $3,769,346,668 and $9,552,270,167, respectively. These values assume increases in the value of the shares of Common Stock outstanding at December 31, 1998 at the stated percentages over a ten-year period from an initial value of $81.4688, the average of the high and low sales prices of the Company's Common Stock on December 31, 1998. (3) The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon their respective resignations from the Company. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES The following table sets forth information regarding options held by the Named Executive Officers of the Company in 1998. The table does not reflect transactions which have occurred to date in 1999.
NUMBER OF SHARES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS OPTIONS AT YEAR-END AT YEAR-END(1) SHARES ACQUIRED VALUE ------------------------------ ------------------------------ NAME ON EXERCISE(#) REALIZED EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE ---- --------------- ----------- -------------- ------------- -------------- ------------- James L. Vincent...... 0 $ 0 627,500 0 $30,187,942 $ 0 James R. Tobin(3)..... 0 0 560,142 849,858 31,830,984 32,030,508 Joseph M. Davie....... 0 0 361,142 168,858 24,451,138 10,416,388 Irving H. Fox(3)...... 47,000 2,560,145 147,000 44,000 9,075,556 2,067,964 James C. Mullen....... 20,000 517,560 223,133 103,867 13,978,668 3,903,703 Michael J. Astrue..... 0 0 136,866 77,134 8,938,983 3,648,410
- --------------- (1) The value of unexercised in-the-money options at year-end assumes a fair market value for the Company's Common Stock of $81.4688, the average of the high and low sales prices of the Company's Common Stock on December 31, 1998. 9 14 (2) The options granted to Mr. Vincent are immediately exercisable, but the shares issuable upon exercise of the options are subject to repurchase by the Company under certain conditions and for a specified period. (3) The options granted to Mr. Tobin and Dr. Fox in 1998 lapsed unvested upon their respective resignations from the Company. PENSION PLAN The Company has a defined benefit pension plan in which all regular U.S. employees participate as of the first day of the quarter following date of hire. Benefits are expressed as cash balance accounts. At the end of each plan year, the Company makes a contribution to the participant's account in the form of a basic credit ranging from 2% to 15% of the participant's compensation during the year depending on participant's age. In addition, a participant may receive a supplemental credit equal to 3% (or the participant's basic credit percentage, if less) of compensation during the year in excess of the participant's Social Security covered compensation level. Account balances grow each year at a specified rate of interest equal to the average of the One-Year Treasury Bill (T-bill) rate for the prior year plus 1%. The plan's interest credit will not be less than 5.25% nor more than 10%. A participant is eligible to retire and begin receiving his or her vested benefit from the plan as early as age 55. The total account balance is converted to a monthly pension at retirement. Alternatively, a participant may elect to receive his or her account balance as a lump sum. For 1995 and earlier years, the benefit formula provided at different times varying amounts of benefit accrual. A participant's vested interest in the plan is subject to a graded vesting schedule based on years of service with Biogen and fully vests after seven years of service. The Company also maintains a Supplemental Executive Retirement Plan ("SERP"). The SERP provides benefits that, due to tax law limits, cannot be paid from the qualified pension plan. For certain executive officers, the SERP also preserves the level of retirement benefits provided under the pension plan's benefit formula before its amendment effective in 1989 to comply with the Tax Reform Act of 1986. The following table shows estimated annual benefits payable upon normal retirement (age 65) for life under the pension plan and the SERP. These estimates assume that account balances will grow 7% each year, that an employee will work for the Company until normal retirement age with no change from 1998 compensation, and that the participant's Social Security covered compensation level will not change.
YEARS OF SERVICE CURRENT SALARY ---------------------------------------------------------- PLUS BONUS 15 20 25 30 35 - -------------- -------- -------- -------- -------- ---------- $ 300,000....................... $ 94,000 $131,000 $176,000 $231,000 $ 299,000 400,000....................... 128,000 178,000 239,000 315,000 409,000 500,000....................... 161,000 225,000 302,000 400,000 518,000 600,000....................... 194,000 271,000 365,000 484,000 628,000 700,000....................... 227,000 318,000 429,000 568,000 738,000 800,000....................... 260,000 365,000 492,000 652,000 847,000 900,000....................... 293,000 411,000 555,000 736,000 957,000 1,000,000....................... 326,000 458,000 618,000 820,000 1,067,000 1,100,000....................... 359,000 505,000 682,000 905,000 1,176,000 1,200,000....................... 393,000 551,000 745,000 989,000 1,286,000 1,300,000....................... 426,000 598,000 809,000 1,074,000 1,415,000
The (i) current pensionable earnings (salary and bonus), (ii) current years of service, and (iii) projected total service at age 65 are as follows for each of the current executive officers named in the compensation and option tables: Mr. Vincent ($1,014,000, 13.5 years, 19 years (projected)); Dr. Davie ($409,992, 6.0 years, 11.5 years (projected)); Mr. Mullen ($330,900, 10 years, 34 years (projected)) and Mr. Astrue ($326,500, 10 15 6 years, 28 years (projected). The 1998 pensionable earnings (salary and bonus) and years of service as of date of resignation for Mr. Tobin and Dr. Fox are $1,174,998, 5 years and $320,480, 9 years, respectively. EMPLOYMENT ARRANGEMENTS WITH THE COMPANY AND CERTAIN TRANSACTIONS Dr. Davie, Mr. Mullen and Mr. Astrue each has an employment agreement with the Company under which he receives executive life insurance and tax preparation services. The employment agreements for Dr. Davie, Mr. Mullen and Mr. Astrue each further provides for compensation in the event of termination by the Company, other than for cause, in the amount of base salary and certain medical benefits, for twelve months or until alternative employment is obtained, if earlier. The employment agreements for each of Dr. Davie, Mr. Mullen and Mr. Astrue also provide for a specified target bonus each year. Mr. Vincent has an employment agreement under which he receives term life, disability, and personal liability insurance, personal income tax preparation and tax audit services. Mr. Vincent's agreement was amended in 1996. Under Mr. Vincent's amended employment agreement, in the event of a non-cause termination (whether by the Company or by Mr. Vincent in certain circumstances, including following a change of control of the Company), Mr. Vincent will be entitled to receive a payment equal to at least 2.5 times and no more than 6.5 times his average annual cash compensation for the three years preceding termination, depending upon the date of termination. In the event of termination, under certain circumstances, Mr. Vincent will be entitled to the continuation of certain benefits until age 65 as well as continued service credit and possible accelerated payment under the Company's SERP. Termination payments will be made together with the amount of certain excise taxes imposed on the termination payments. The amended agreement also includes a three-year non-competition provision and a two-year non-solicitation provision. In connection with the hiring of certain executives, the Company has granted bonuses contingent upon the executive's continued employment over a period of years. The Company has also, in the ordinary course of its business, made loans to certain executive officers and other key employees in connection with their hiring to facilitate their relocation to the area. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION In 1998, the members of the Compensation and Management Resources Committee, which determines cash remuneration and benefits for senior executives and reviews executive development and succession, were Roger H. Morley, (Chairman), Harold W. Buirkle, Phillip A. Sharp and James L. Vincent, the Chairman of the Board and Chief Executive Officer of the Company. JOINT REPORT ON COMPENSATION PHILOSOPHY BY THE COMPENSATION AND MANAGEMENT RESOURCES COMMITTEE AND STOCK AND OPTION PLAN ADMINISTRATION COMMITTEE Having attained its goal of moving from a development-stage company to a fully-integrated pharmaceutical company, Biogen is now focused on achieving continued growth and development. The Company's current strategy towards this objective is to grow the worldwide market for its AVONEX(R) (Interferon Beta-1a) product, develop drugs from its current pipeline, fill its pipeline so that there are new drugs to bring to market in the future, continue to foster the creative energies of the internal research group as a source of new development programs, and do all of this in a financially responsible way so as to maximize value for shareholders. The Company's achievements in 1998 reflect its efforts toward fulfilling this strategy. These achievements included maintaining the position of AVONEX(R) as the market leader in the United States multiple sclerosis market, launching AVONEX(R) in several new geographic markets and achieving market 11 16 leadership with AVONEX(R) in several European countries, accelerating development of the Company's clinical pipeline and reporting record revenues, net income and earnings per share. The goals that Biogen has set and the strategy it has adopted are challenging. The Company's success in achieving its mission to date and the magnitude of this success are due in large part to the Company's philosophy and practice of recruiting, motivating and retaining senior executives with demonstrated talent and managerial leadership skills typically gained from successful experiences in positions of greater scope and responsibility in pharmaceutical and other industry settings. A competitive compensation program has been a crucial part of the Company's efforts. The Biogen executive compensation program consists of three parts: base salary and benefits, annual bonus and stock options. The Company's target for total compensation is to be competitive with major biotechnology companies, generally those peer companies with significant revenues and at least one product successfully developed and marketed, and with pharmaceutical industry companies, on a size-adjusted basis. In 1998, the total compensation package paid to executive officers, other than the Chairman and Chief Executive Officer, was about average compared to the major biotechnology companies with respect to cash compensation and the value of stock options granted. Individual compensation decisions are made with reference to progress toward goals tailored for Biogen's stage of development. BASE SALARY AND BENEFITS Company philosophy is to maintain executive base salary at a competitive level sufficient to recruit individuals possessing the skills and values necessary to achieve the Company's vision and mission over the long term. Determinations of appropriate base salary levels and other compensation elements are generally made through participation in a variety of industry surveys and studies, as well as by monitoring developments in key industries such as the pharmaceutical industry. Periodic adjustments in base salary relate to competitive factors and to individual performance evaluated against pre-established objectives. Executive officers are also entitled to participate in benefit plans generally available to employees and receive executive life insurance and other benefits as described elsewhere in this Proxy Statement. ANNUAL BONUS The Compensation and Management Resources Committee of the Board, in its discretion, may award bonuses to executive officers, and the Company pays bonuses based on each executive officer's achievement of his or her performance goals. The intent of the annual bonus is to motivate and reward performance of senior executives measured against distinct and clearly articulated goals and also with a view to the competitive compensation practices of the biotechnology industry. The goals vary with responsibilities and are based on individual milestones rather than overall measures of the Company's performance. In 1998, these goals included: expansion of AVONEX(R) sales into new geographic markets, achievement of certain commercial milestones with respect to AVONEX(R), approval of the Company's Research Triangle Park facility as a new site for the manufacture of AVONEX(R), achievement of certain clinical milestones with respect to the Company's key development-stage products, achievement of certain research and development milestones with respect to the Company's product pipeline and completion of key recruiting and strategic planning efforts. STOCK OPTIONS Stock options are a fundamental element in the total compensation program because they emphasize long-term Company performance as measured by creation of stockholder value and foster a community of interest between stockholders and employees. Accordingly, the Company believes that the use of stock options is preferable to other forms of stock compensation such as restricted stock. Options are granted to all regular full-time employees, and particularly to key employees likely to contribute significantly to the Company. In determining the size of an option grant to an executive officer, the Company considers not only competitive 12 17 factors, changes in responsibility and the executive officer's achievement of individual pre-established goals, but also the number and terms of options previously granted to the officer. In addition, the Company usually makes a significant grant of options when an executive officer joins the Company. The size of option grants to executive officers is determined by the Stock and Option Plan Administration Committee. Options are granted, as a matter of Company policy, at 100% of the fair market value on the date of grant. The Company generally awards options to officers on employment and at regular intervals, but other awards may be made. Some of the Company's stock option plans also provide for granting options to members of the Board of Directors and the Scientific Board. Options granted to employees generally vest over periods ranging from five to seven years after grant. CEO COMPENSATION The compensation of Biogen's Chief Executive Officer reflects the Company's general compensation philosophy. James R. Tobin was Chief Executive Officer of the Company until December 1998. He was succeeded by James L. Vincent who is also the Chairman of the Board. Mr. Tobin's compensation in 1998 was not formula-based but rather was determined by the Compensation and Management Resources Committee and the Stock and Option Plan Administration Committee based on the Committees' assessment of Mr. Tobin's performance and review of data showing the compensation of Mr. Tobin's peers in the pharmaceutical industry. Mr. Tobin's performance was evaluated by the Committees by considering various factors, including the breadth of Mr. Tobin's responsibilities and progress made by the Company toward its goals as measured by the Committees' assessment of the performance of the key departments. In 1998, the Company's progress and the quality of Mr. Tobin's performance were reflected in the Company's various achievements. These achievements included maintaining the position of AVONEX(R) as the market leader in the multiple sclerosis market in the United States, achieving market leadership with AVONEX(R) in certain European countries, the launching of AVONEX(R) in several new geographic markets, progress on early stage clinical trials of several key development-stage products, and reporting record revenues, net income and earnings per share. In determining whether to grant Mr. Tobin options, the Compensation and Management Resources Committee and the Stock and Option Plan Administration Committee considered not only competitive factors and Mr. Tobin's performance, but also the number and terms of options previously granted. Options were granted to Mr. Tobin in 1998 in recognition of his performance. The options granted to Mr. Tobin in 1998 lapsed unvested when he resigned in December 1998. IMPACT OF INTERNAL REVENUE CODE SECTION 162(M) Internal Revenue Code Section 162(m) ("Section 162(m)") precludes a public corporation from taking a deduction for compensation in excess of $1 million paid to its chief executive officer or any of its four other highest paid officers. Certain income is not subject to the limit. As a result, the Company was able to fully deduct compensation paid to its executive officers in 1998. At such time as this provision would affect the Company, the Board and Committees will assess the practical effect on executive compensation and determine what action, if any, is appropriate while maintaining the discretion to compensate its executive officers in a manner consistent with the Company's compensation policies without regard to deductibility. 13 18 COMMITTEES' ROLES The stock option plans for senior executives are administered by the Stock and Option Plan Administration Committee (consisting of Messrs. Morley and Buirkle) of the Board of Directors. Other compensation decisions for senior executives are made by the Compensation and Management Resources Committee or, in the case of the Chief Executive Officer, by the Board based on recommendations from that Committee. Roger H. Morley, Chairman, Compensation and Management Resources Committee Harold W. Buirkle Phillip A. Sharp James L. Vincent SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Company's officers, directors and greater-than-ten-percent stockholders are required to file reports of ownership and change of ownership with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Based solely on information provided to the Company by the individual directors and officers, the Company believes that, during the fiscal year ended December 31, 1998, all such parties complied with all applicable filing requirements except for late reporting of the following transactions: (i) re-sent filings for Harold Buirkle, Kenneth Murray, Alexander Bearn and Roger Morley to address a legibility problem in faxed copies sent in October 1998, (ii) an amended filing for Frank Burke showing an additional transaction in August 1998, (iii) late filings for Harold Buirkle (option exercise) in December 1998, Joseph M. Davie (purchase in July 1998) and Alexander Bearn (exercise and sale transactions in April and October of 1998), (iv) a late filing of Form 3 for Michael Bonney upon his becoming an executive officer. 14 19 PERFORMANCE GRAPH The following graph compares the yearly percentage change in the Company's cumulative total shareholder return on its Common Stock during a period commencing on December 31, 1993 and ending December 31, 1998 (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company's share price at the end and the beginning of the period; by (ii) the share price at the beginning of the period) with the cumulative return of the Standard & Poor's 500 Stock Index and the NASDAQ Pharmaceutical Stocks Total Return Index. The NASDAQ Pharmaceutical Stocks Total Return Index, which is calculated and supplied by NASDAQ, represents all companies trading on NASDAQ under the Standard Industrial Classification (SIC) Code for pharmaceutical, including biotechnology, companies. Biogen has not paid dividends, and no dividends are included in the representation of the Company's performance. The share prices have been adjusted to reflect a two-for-one stock split effected by the Company in November 1996. The stock price performance on the graph below is not necessarily indicative of future price performance. [Line Graph]
NASDAQ PHARMACEUTICAL BIOGEN S&P 500 INDEX ------ ------- --------------------- 1993 100.0 100.0 100.0 1994 104.7 101.4 75.3 1995 154.2 139.5 138.0 1996 194.3 172.0 138.5 1997 182.4 229.6 143.0 1998 416.2 295.7 183.0
15 20 AMENDMENT TO INCREASE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK On February 19, 1999, the Board of Directors unanimously approved, and is recommending to the stockholders for approval at the Meeting, an amendment to the Company's Articles of Organization to increase the number of shares of authorized Common Stock, $.01 par value per share, from 110,000,000 shares to 375,000,000 shares. If approved, the additional shares would be part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. PURPOSE The principal purpose of the proposed amendment to the Articles of Organization is to create a sufficient reserve of shares of Common Stock to accomplish a proposed two-for-one stock split in the form of a stock dividend which was approved by the Board of Directors on April 16, 1999, subject to stockholder approval of this amendment, and to provide the Company with adequate flexibility in the future. If the amendment is approved, the newly authorized shares will be available for issuance by the Board of Directors, without further stockholder approval (except as may be required in a specific case by law or by NASDAQ stock market rules), to effect the stock split and for any other proper corporate purpose, which may include additional stock splits, issuance of shares pursuant to any options, warrants or other rights which may be issued in the future, issuance of shares in a public or private offering or issuance of shares in a strategic alliance, joint venture, corporate acquisition or an acquisition of property. The proposed amendment would give the Board of Directors the flexibility to act promptly when it determines that issuance of additional shares is in the best interest of the Company. The Board believes that it is prudent to have this flexibility. Except for the proposed two-for-one stock split to be effected in the form of a stock dividend, the Company currently has no arrangements or understandings with respect to the issuance of additional shares other than for corporate transactions in the ordinary course of business and pursuant to the Company's stock option and other employee benefit plans. As of April 7, 1999, 75,217,958 shares of Common Stock were issued and outstanding and an aggregate of 11,678,157 shares of Common Stock were reserved for issuance under the Company's stock option and other employee benefit plans. STOCK SPLIT Since the Company does not currently have an adequate reserve of shares to effect the proposed stock split, the stock split cannot occur unless stockholders approve the proposed amendment to the Company's Articles of Organization. The Company believes that the proposed stock split is in the best interest of all stockholders because it will have the effect of placing the market price of the Company's Common Stock in a range more attractive to investors, particularly individuals. If the proposed amendment is adopted, the stock split will be effected by distributing to each stockholder of record at the close of business on June 11, 1999, a stock dividend of one share of the Company's Common Stock for each share held, payable on June 25, 1999. The Company's Common Stock is listed for trading on the NASDAQ stock market, and the Company will apply for listing on NASDAQ of the additional shares to be issued in connection with the stock split. Appropriate adjustment will also be made to the Company's stock option and other stock-based employee benefit plans to account for the stock split. EFFECT Issuance of additional shares of Common Stock may, under certain circumstances, have a dilutive effect on existing stockholders. The holders of Common Stock of the Company are not entitled to preemptive rights or cumulative voting. While the proposed increase in the number of authorized shares of Common Stock is 16 21 not intended to inhibit a change of control of the Company, the availability of additional shares for issuance could discourage, or make more difficult, efforts to obtain control of the Company. For example, the issuance of shares of Common Stock could possibly dilute the interest of a party interested in obtaining control of the Company or place shares in the hands of a party adverse to a change of control. The Company is not aware of any pending or threatened efforts to acquire control of the Company. VOTE The affirmative vote of a majority of the outstanding shares entitled to vote at the Meeting is required to approve an amendment to the Articles of Organization. The Board of Directors believes that the amendment is advisable. THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT TO THE COMPANY'S ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK FROM 110,000,000 SHARES TO 375,000,000 SHARES. MISCELLANEOUS PROPOSALS OF STOCKHOLDERS To be included in the Company's proxy statement for consideration at the Annual Meeting of Stockholders to be held in 2000, stockholder proposals must be received by the Company, marked for the attention of the "Vice President-General Counsel," not later than January 24, 2000. The Company's By-laws provide that stockholders desiring to nominate persons for election to the Board of Directors or to bring any other business before the stockholders at an annual meeting must notify the Clerk of the Company in writing not less than 60 days, but not more than 90 days, prior to the meeting. If, however, the Company gives less than 70 days' notice or prior public disclosure of the date of the meeting, a stockholder's notice to be timely must be received by the tenth day following the date on which notice or public disclosure of the date of the meeting is made to stockholders. SOLICITATION AND VOTING OF PROXIES The proxy accompanying this Proxy Statement is solicited by the Board of Directors of the Company. Directors, officers and other employees of the Company may also solicit proxies by telephone, telegram, fax and personal solicitation. No additional compensation will be paid to any Director, officer or employee for such solicitation. The cost of soliciting proxies, including expenses in connection with preparing and mailing this Proxy Statement, will be borne by the Company. The Company will reimburse brokerage firms and other persons representing beneficial owners of the Company's Common Stock for their expenses in forwarding proxy material to such beneficial owners. The Company has hired D.F. King & Co., Inc. to act as its proxy solicitation agent for the Meeting at a cost of approximately $5,000. Stockholders of record on April 15, 1999 will be entitled to vote at the meeting on the basis of one vote for each share held. If a stockholder specifies a choice on the proxy as to how his or her shares are to be voted on a particular matter, the shares will be voted accordingly. Unless authority to vote for any of the proposals is withheld, the shares represented by the enclosed proxy will be voted for such proposals. With respect to the matters to be acted on at the Meeting, abstentions and broker non-votes will neither count for nor against the proposal to be voted upon. For all proposals, abstentions and broker non-votes will be counted toward determination of a quorum. INCORPORATION BY REFERENCE Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the securities laws that might incorporate future filings, including this Proxy Statement, in whole or in part, the reports of the compensation and stock option committees and the performance graph included in this Proxy Statement shall not be incorporated by reference into any such filings. 17 22 OTHER MATTERS The Board of Directors knows of no other business which will be presented to the Meeting. If other business is properly brought before the Meeting, proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. By order of the Board of Directors: /s/ Michael J. Astrue ---------------------------------- Michael J. Astrue Clerk Cambridge, Massachusetts May 7, 1999 18 23 [Picture of Map] DIRECTIONS TO BIOGEN FROM LOGAN AIRPORT & BOSTON Take Sumner Tunnel to Expressway (Rte. 93). Go up ramp for 1/4 mile following signs for Storrow Drive. Take Storrow Drive to left exit marked Kendall Square. Go across Longfellow Bridge over Charles River and follow straight. Marriott Hotel will be 1 1/2 blocks down on left... FROM "T" Take "T" to Kendall Square/MIT stop. Walk straight up stairs... FROM NORTH OR SOUTH Rte. 93 to Storrow Drive. Take Storrow Drive to exit marked Kendall Square. Go across Longfellow Bridge over Charles River and follow straight... FROM WALTHAM AND RTE. 2 Rte. 2 to Memorial Drive eastbound. (You will pass Harvard University, The B.U. Bridge, The Mass Ave. Bridge and MIT.) After passing MIT, STAY TO THE RIGHT. Take left at lights (Kendall Square) onto Binney Street. Take left at 2nd light onto Third St. Proceed to end and turn right onto Broadway... FROM MASS AVE., Follow Mass Ave. onto Main Street. Take left onto Ames Street at Legal Seafood... FROM WEST AND MASS PIKE Take Mass Pike to exit 18 (Cambridge/ Allston/Brighton exit). After toll, bear right (Cambridge/Somerville). Go straight across River Street Bridge. Turn right onto Memorial Drive eastbound. After passing MIT, STAY TO THE RIGHT. Take left at first set of lights (2nd Kendall Square sign) onto Binney Street. Take left at 2nd light onto Third Street. Proceed to end and turn right onto Broadway... NOTE: UPON REACHING KENDALL SQUARE, PLEASE REFER TO KENDALL SQUARE CAMBRIDGE CENTER DETAIL MAP FOR BIOGEN BUILDING LOCATIONS AND PARKING INSTRUCTIONS. 24 [BIOGEN LOGO] 14 CAMBRIDGE CENTER CAMBRIDGE, MA 02142 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT MEETING DATE JUNE 11, 1999 25 BIOGEN, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS OF BIOGEN, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 1999 The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, dated May 7, 1999, and does hereby appoint James L. Vincent, James C. Mullen, and Michael J. Astrue, and each of them, proxies of the undersigned with all the powers the undersigned would possess if personally present and with full power of substitution in each of them, to appear and vote all shares of Common Stock of Biogen, Inc., a Massachusetts corporation, which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on June 11, 1999 at 10:00 a.m. at the Company's offices located at 12 Cambridge Center, Cambridge, MA 02142. The shares represented hereby will be voted as directed herein. IN EACH CASE IF NO DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF EACH OF THE NAMED NOMINEES AS A DIRECTOR AND FOR PROPOSALS 2 AND 3 BELOW. AS TO ANY OTHER MATTER, SAID PROXY HOLDERS WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT. THIS PROXY MAY BE REVOKED IN WRITING AT ANY TIME PRIOR TO THE VOTING THEREOF. PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please date and sign exactly as name appears on this card. Joint owners should each sign. Please give full title when signing as executor, administrator, trustee, attorney, guardian for a minor, etc. Signatures for corporations and partnerships should be in the corporate or firm name by a duly authorized person. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ 26 X PLEASE MARK VOTES AS IN THIS EXAMPLE - --- 1. Election of Directors / / FOR nominees listed below / / WITHHOLD AUTHORITY / / FOR ALL EXCEPT NOMINEES: Thomas F. Keller, Roger H. Morley, James C. Mullen, Phillip A. Sharp for a three- year term ending at the Annual Meeting of Stockholders in 2002 and until their successors are duly elected and qualified or their earlier resignation or removal. Note: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s). 2. To ratify the selection by the Company's Board of Directors of PricewaterhouseCoopers LLP as the Company's independent accountants for the fiscal year ending December 31, 1999. / / FOR / / AGAINST / / ABSTAIN 3. To approve an amendment to the Company's Articles of Organization to increase the number of authorized shares of Common Stock from 110,000,000 shares to 375,000,000 shares. / / FOR / / AGAINST / / ABSTAIN In their discretion, the proxies are also authorized to vote upon such other matters as may properly come before the meeting. MARK MARK HERE HERE FOR IF YOU PLAN ADDRESS / / TO ATTEND / / CHANGE THE MEETING Record date shares: Please be sure to sign and date this Proxy. Date: ___________________________, 1999 _______________________________________ Signature _______________________________________ Signature -----END PRIVACY-ENHANCED MESSAGE-----