The 2025 Say on Pay vote received only 67.7% support, which is below the 70% threshold that normally requires a no vote absent a meaningful response; however, Biogen's board conducted substantive outreach to shareholders representing 62% of outstanding shares and made documented, concrete changes to the 2026 program — including capping above-target STI payouts unless year-over-year financial performance improves, adding a pipeline metric to performance stock awards, raising the relative total shareholder return target from the 50th to 55th percentile, and updating the peer group to remove outsized peers — which together constitute a genuine and comprehensive response to shareholder concerns. On pay structure, the program is well-designed: variable pay exceeds 90% of CEO total compensation, multiple LTI performance stock award cycles paid out at zero due to stock underperformance (demonstrating the pay-for-performance framework actually works), the clawback policy exceeds Dodd-Frank requirements, and CEO realizable pay was 48% below target over 2022–2025 — all of which support a for vote despite the prior-year low support level.

PwC has served as Biogen's auditor since 2003 (approximately 23 years), which is below the 25-year threshold that would trigger a no vote; non-audit fees (audit-related fees of $122,000 plus tax fees of $334,300 plus other fees of $2,000, totaling approximately $458,300) represent about 6.3% of audit fees of $7,251,000, well below the 50% independence-concern threshold, and PwC is a Big 4 firm appropriate for a company of Biogen's size and complexity.