(Updated with Biogen Idec announcement of preliminary results, 3:18 pm, June 4—see below)
When last we left the cliffhanger that was yesterday’s Biogen Idec (NASDAQ: [[ticker:BIIB]]) annual meeting: the forces of billionaire investor Carl Icahn claimed they had won two of four director seats up for election. The New York Times was reporting Icahn had secured at least one place, and Biogen itself had adjourned the meeting saying results of the vote were not yet clear and would be announced later this month.
That was after a contentious day in which Biogen officials kept the voting open longer than anticipated—prompting charges by Icahn that the company was trying to change the outcome in its favor and leading the dissidents to file a lawsuit seeking to force Biogen to close the polls. “This is not North Korea,” proclaimed the leading member of Icahn’s slate, Alex Denner, when the extended voting period was first announced.
In short, it was not your usual boring cookie-and-coffee shareholder meeting. Since then, Biogen has essentially said only that the voting results are not yet fully tabulated and that it will announce the outcome as soon as possible. The company has not commented on what a potential Icahn pick or two on the board might mean. “From our perspective, it’s difficult to comment on Dr. Denner’s claim, given that the official tabulation has not yet been completed,” says Jennifer Neiman, a company spokeswoman.
It is a different matter for Icahn’s team, though. I met Denner and the other apparent Icahn-backed victor, Richard Mulligan, last night for an exclusive interview. The pair describe how the Biogen contingent had abruptly left the meeting without shaking hands with them, and they named (for the first time, as far as I can tell) the two members of Biogen’s slate they thought had lost. Denner and Mulligan also shared some insights about why they believe they were more successful this year than last—when Icahn’s slate was shut out from winning a single board seat. And they spoke about their plans to reinvigorate Biogen—stressing, in Denner’s words, that “our objective is not to put the company up for sale.” (This is the same assurance Denner made to shareholders of San Diego-based Amylin Pharmaceuticals, and it worked in that hard-fought proxy contest, as he was elected to Amylin’s board.)
On the voting front, Denner appears to have been the runaway winner. According to a preliminary tally from a vote tracking service they use, Denner was more than 20 million votes ahead of the nearest other vote-getter. But with four seats in total up for election, the next four candidates—Mulligan and three of Biogen’s four choices—were closely grouped, within a few million votes of each other and apparently at the point where one or two changes of mind by major shareholders could shift the outcome.
But the tally showed Mulligan in third place overall. If that holds when the votes are finalized, that means he would also gain a board seat. So would Biogen picks Robert Pangia and William Young, while Biogen choices Alan Glassberg and Lawrence Best would be defeated. All four are current Biogen board members. The other two members of Icahn’s slate, Thomas Deuel and David Sidransky, were far back and appeared out of the running.
[Update: June 4, 3:18 pm: Biogen has put out a press release announcing that it appears Denner, Pangia, and Young have been elected to its board, as indicated in our article. It says the vote for the fourth board seat is too close to call.]
Denner says the vote has not been finalized and that he anticipates Biogen might try strategies to change the outcome—but that he feels confident he and Mulligan will prevail. “From what our sources tell us it’s very clear,” he told me earlier in the day. But, “I guess you never know.”
Last night, Denner reiterated his objection to the delay in the voting and expanded a bit on his North Korea analogy. “I think it’s like North Korea or some banana republic, where the voting process is not respected,” he says.
Denner says they felt like two wall flowers at a dance when Biogen’s leadership
