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Biogen shareholders OK ‘say on pay’ rule

New measures will also let investors vote on board yearly

By Robert Weisman
Globe Staff / June 3, 2011

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CAMBRIDGE—Shareholders of Biogen Idec Inc. approved measures yesterday that will let them take advisory votes annually on executive compensation and elect the company’s entire board of directors every year.

The votes were tallied at the annual meeting of Biogen Idec, based in Weston, which this spring became the largest biotechnology company in Massachusetts following the sale of Genzyme Corp.

In contrast with some Biogen Idec annual meetings in recent years — raucous sessions featuring bitterly fought proxy contests — yesterday’s gathering was sedate. It lasted less than 30 minutes and drew about 40 people, mostly directors and employees. Only a few independent shareholders were present, and none of them spoke.

New Securities and Exchange Commission rules require publicly traded companies to let investors take advisory “say on pay’’ votes, and also decide on the frequency of such tallies. Shareholders decided to take the advisory votes annually, a move supported by management.

“If you’re going to do it, you should do it every year,’’ George A. Scangos, who took over as Biogen Idec’s chief executive last June, said in an interview after the meeting.

Scangos collected $9.4 million last year, including $6.9 million in stock awards, according to the company’s proxy statement. Biogen Idec’s share price climbed about 25 percent during 2010.

Shareholders at the meeting, held at Biogen Idec’s Kendall Square offices, approved the company’s executive pay for last year. They also voted to begin electing all members of the company board annually. Previously, board members had staggered terms.

In a brief address to investors, Scangos recapped moves his management team have taken to refocus the company on the most promising disease-research areas. “We have clarified the strategic focus,’’ he said. “We’ve begun to reinvigorate the research and development.’’

He cited its three blockbuster drugs — multiple sclerosis treatments Avonex and Tysabri, and Rituxan, which treats non-Hodgkin’s lymphoma and rheumatoid arthritis — and its nine experimental drugs in late-stage clinical trials.

“We have a remarkable late-stage pipeline,’’ he said. “It’s a remarkable collection of compounds.’’

Scangos said Biogen Idec expects to release new clinical data on several of its drug candidates in coming months, and file a new drug application for an experimental multiple sclerosis pill in the first quarter of next year.

Biogen Idec also hopes to decide later this year whether to give up its new headquarters site in Weston and consolidate corporate functions at the company’s research campus in Kendall Square, according to Scangos.

“I don’t like the separation of the company,’’ he said. “I would love to get everyone together. But I don’t know if that’s practical.’’

Robert Weisman can be reached at weisman@globe.com.

Correction: Because of a reporting error, a story in yesterday's Business section included inaccurate figures for Biogen Idec Inc. chief executive George A. Scangos's 2010 compensation. Scangos earned compensation of $9.4 million last year, including $6.9 million in stock awards.