At the 2012 Annual Meeting of Stockholders of Biogen Idec Inc. (Company) held on June 8, 2012 (Annual Meeting), stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (Charter Amendment) that designates Delaware as the exclusive forum for resolving derivative actions and certain other disputes. In connection with the Charter Amendment, on June 7, 2012 the Board of Directors repealed Section 8.8 from the Company's Second Amended and Restated Bylaws (Bylaws), which contained a substantially similar provision for designating Delaware as exclusive forum for certain disputes.

At the Annual Meeting, stockholders also approved an amendment to the Company's Bylaws (Bylaw Amendment) that permits holders of at least 25% of the Company's outstanding common stock to call a special meeting of stockholders under certain circumstances.

The foregoing description is qualified in its entirety by reference to the copy of the Charter Amendment and Bylaw Amendment, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.

On June 8, 2012, the Company held its Annual Meeting. The final voting results for this meeting are as follows:

1. Stockholders elected twelve nominees to the Board of Directors to serve for a one-year term extending until the 2013 annual meeting of stockholders and their successors are duly elected and qualified, with the votes cast as follows:

Nominee                 Votes For             Votes Against            Abstentions            Broker Non-Votes
Alexander J.
Denner                  201,033,244                  425,131                545,151                  15,373,579
Caroline D.
Dorsa                   200,156,496                1,296,306                550,724                  15,373,579
Nancy L.
Leaming                 200,143,446                1,304,252                555,828                  15,373,579
Richard C.
Mulligan                201,062,547                  392,293                548,686                  15,373,579
Robert W.
Pangia                  199,899,894                1,550,524                553,108                  15,373,579
Stelios
Papadopoulos            200,054,330                1,320,288                628,908                  15,373,579
Brian S.
Posner                  200,096,515                1,358,600                548,411                  15,373,579
Eric K.
Rowinsky                201,031,149                  412,941                559,436                  15,373,579
George A.
Scangos                 201,593,891                  276,655                132,980                  15,373,579
Lynn Schenk             199,893,965                1,564,173                545,388                  15,373,579
Stephen A.
Sherwin                 199,657,836                1,790,994                554,696                  15,373,579
William D.
Young                   199,874,562                1,510,949                618,015                  15,373,579

2. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, with the votes cast as follows: 213,321,555 votes for; 3,918,618 votes against; 136,932 abstentions; 0 broker non-votes.

4. Stockholders approved the Charter Amendment, with the votes cast as follows: 134,615,844 votes for; 81,811,670 votes against; 949,591 abstentions; 0 broker non-votes.

5. Stockholders approved the Bylaw Amendment, with the votes cast as follows:
201,254,842 votes for; 544,813 votes against; 203,371 abstentions; 15,373,579 broker non-votes.

The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.