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Icahn makes gains in biotech

Compromise with Biogen Idec gets his 3d candidate on board

By Robert Weisman
Globe Staff / June 10, 2010

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CAMBRIDGE — A third director backed by activist investor Carl C. Icahn was elected to the board of Biogen Idec Inc. yesterday during a 20-minute annual shareholders meeting that was marked by decorum and the absence of a chief executive officer.

It was a stark contrast to the biotechnology company’s shareholders meeting last year, a raucous and contentious session that, after a three-hour recess, broke up in confusion over whether Icahn had succeeded in winning board seats for four nominees. Ultimately, two of them, Alexander Denner and Richard Mulligan were elected over management objections.

Yesterday, Denner and Mulligan, who last year criticized Biogen Idec’s leadership, sat in the front row of the auditorium at the American Academy of Arts and Sciences in Cambridge, chatting and joking with other directors. Missing from the session was James C. Mullen, the chief executive they had ridiculed for his 11th-hour efforts to lobby institutional investors for management-backed candidates. Mullen retired from the company and the board effective Tuesday.

Board chairman William D. Young thanked him and director Bruce R. Ross, who is also leaving the board, for their service. The company said Monday that it expects to name a new chief executive in the coming weeks. Denner, who works for Icahn, is on the search committee.

More than 50 stockowners, directors, and employees attended yesterday’s meeting. But unlike last year, when a parade of speakers weighed in on the proxy fight, there was not a single comment or question from investors. As part of a deal Biogen Idec struck with Icahn in March, the company backed one of his candidates for the board, Eric K. Rowinsky, while he supported company nominee Stephen A. Sherwin. Both were appointed to the board in March and elected yesterday.

Reelected were two incumbent directors, Brian S. Posner and Nancy L. Leaming. The board currently has 12 seats, one of which is vacant and will be filled next year, according to the company.

Shareholders voting by proxy or in person also increased the number of shares authorized under a nonemployee directors equity plan from 850,000 to 1.6 million. Biogen Idec spokeswoman Christina Chan said the number of shares in the plan had been significantly depleted in part because eight new board members had been elected or appointed since 2008. “We believe that providing share equity is an important part of attracting and retaining top talent to the board and encourages ownership of share of stock by nonemployee directors,’’ Chan said.

In remarks to shareholders, chief financial officer Paul J. Clancy said Biogen Idec has posted six straight years of double-digit increases in per-share earnings, built a strong pipeline of drugs under development, and is positioned to bring as many as five new products to the market over the next several years.

“I don’t know of any other company our size that has a pipeline that rich,’’ Clancy said.

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