In a proxy filing yesterday with the SEC, Biogen Idec Inc.’s (BIIB) Board of Directors discouraged investors from supporting Carl C. Icahn’s slate of four board nominees and his other proposals. The Board of Directors is asking investors to support its own nominees, all of whom are current board members. They include: Lawrence C. Best, Alan B. Glassberg, Robert W. Pangia and William D. Young. Mr. Icahn also wants the company to reincorporate from Delaware to North Dakota as well as adopt a proposal that would prohibit the company from expanding the number of board members from its current number of 13 members.
Mr. Icahn’s investment funds collectively control 5.6% of Biogen’s shares out. Last year, Mr. Icahn’s slate of three nominees was defeated in a proxy vote. In 2007, he was able to prod Biogen into considering selling itself, however Biogen eventually claimed that it was unable to find suitable buyers.
Mr. Icahn’s slate of board nominees include: Dr. Alexander J. Denner, Dr. Richard C. Mulligan, Dr. Thomas F. Deuel and Dr. David Sidransky. According to an SEC filing, Dr. Denner is currently a Managing Director of entities affiliated with Mr. Icahn. Dr. Deuel is a Professor of Molecular and Experimental Medicine and Cell Biology, Director of the Division of Molecular Oncology, Department of Molecular and Experimental Medicine, and Director of the Vascular Biology Affinity Group at The Scripps Research Institute. Dr. Sidransky is the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine. He also served as a director of ImClone Systems from January 2004 and November 2008. Dr. Mulligan is the Mallinckrodt Professor of Genetics at Harvard Medical School, and Director of the Harvard Gene Therapy Initiative. |