Biogen Board Proposes Annual Election Of Directors

Biogen Idec's board is proposing that all directors be elected on an annual basis as opposed to the current process of staggered term elections, the company said on Friday.

The biotechnology company, a frequently rumored takeover target, proposed declassifying its 12-member board in its annual proxy filing. Currently, one-third of the board is elected each year.

Shareholders will vote on the proposal at Biogen's annual shareholder meeting on June 2.

"More and more, a declassified board is considered good corporate governance, so it furthers our goal of ensuring that our management and our board of directors is accountable to stockholders," Biogen spokeswoman Naomi Aoki said, adding that the change would allow shareholders to register their views on board annually.

A staggered board makes it harder to wage proxy battles, and is often seen as a defense tactic in hostile takeover situations, so the move to annual elections could make it easier for any potential bidder.

Activist investor Carl Icahn has three representatives on Biogen's board.