(RTTNews) - Wednesday, Biogen Idec Inc. (BIIB: News ) Board, in its preliminary proxy statement recommended its shareholders to vote against the Carl Icahn Bylaw proposal.

On February 5, 2009, the company received a notice from the Icahn Entities, which together with Carl Icahn are the beneficial owners of 5.6% of the company's stock, of their intention to amend the company Bylaws and their intention to nominate four people to Biogen's 13-member board of directors.

In response, Biogen said the Icahn nominees have not been endorsed by the Board and urged shareholders not to vote any proxy card received from Icahn entities.

The Cambridge, Massachusetts-based biotechnology company noted that under the current Bylaws, the Board of Directors has the flexibility to add or remove director positions if it determines that such addition or removal would be in the best interests of the company and its stockholders.

In addition, according to Biogen, in the event that a member of Board retires, resigns or is not re-elected, the Board could determine not to fill the resulting vacancy, depending on the availability of suitable candidates. However, if the Icahn Bylaw proposal were approved, Board of Directors would be forced to fill the vacancy regardless of the availability of qualified candidates.
In its proxy, Biogen also proposed that its directors be required to resign if they don't earn a majority of the votes cast by shareholders.

The company said its annual meeting of stockholders would elect four of nominees identified in the proxy statement to its Board of directors to serve for a three-year term ending at the annual meeting in 2012. The nominees are Lawrence Best, Alan Glassberg, Robert Pangia and William Young.

BIIB closed Wednesday's regular trading at $51.88 on the Nasdaq.

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by RTT Staff Writer

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