BioMarin | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>BioMarin</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″>RESOLVED: BioMarin Pharmaceutical Inc. (“Company” or “BioMarin”) shareholders, including James McRitchie of CorpGov.net, ask our Board of Directors to initiate the appropriate process as soon as possible to amend our Company’s articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.</p>
<p class=”p2″>This proposal includes that a director who receives less than a majority vote be removed as soon as a replacement director can be qualified on an expedited basis. If such a removed director has key experience, they can transition to a consultant or director emeritus. With written justification, the board can set an effective date several years into the future for these changes to take effect.</p>
<p class=”p4″>Supporting Statement: To provide shareholders a meaningful role in director elections, our Company’s current director election standard should transition from a plurality vote standard to a majority vote standard when only board-nominated candidates are on the ballot. The majority vote standard is the most appropriate voting standard for director elections where only board nominated candidates are on the ballot.</p>
<p class=”p2″>This will establish a more meaningful vote standard for board nominees and could lead to improved performance by individual directors and the entire board. Under our Company’s current voting system, a director can be elected with as little as one vote form the same director standing for election. An election in North Korea is more competitive.</p>
<p class=”p1″>Vanguard, one of our largest shareholders, wrote: “If the company has plurality voting, a fund will typically vote for shareholder proposals requiring majority vote for election of directors.” BlackRock wrote: “Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives.” Many of our other large shareholders have similar proxy voting policies.</p>
<p class=”p2″>Diligent’s Market Intelligence database indicates more than 92% of the companies in the S&P 500 have adopted majority voting for uncontested elections. Proposals by James McRitchie on this topic since 2021 have averaged a vote of 73% in favor. Majority vote elections are widely viewed as a best practice, making directors more accountable, improving performance and increasing company value.</p>
<p class=”p1″>A majority vote standard to elect director gives shareholders more leverage if they perform poorly. Our outdated governance structure reduces accountability. We should not risk Zombies on Board: Investors Face the Walking Dead (https://www.msci.com/www/blog-posts/zombies-on-board- investors-face/02161045315).</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> James McRitchie</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved</strong>, the stockholders of BioMarin Pharmaceutical Inc. (BioMarin) request the preparation of a report, updated annually, disclosing:</p>

Company policies and procedures governing direct and indirect lobbying;
Payments by BioMarin used for direct or indirect lobbying, including the amount of the payment and the recipient; and
A description of management’s decision-making process and the Board’s oversight for making payments described in section 2 above.

<p class=”p8″>For purposes of this proposal, “indirect lobbying” is lobbying engaged in by a trade association or other organization of which BioMarin is a member or to which BioMarin contributes. “Direct and indirect lobbying” include efforts at the territorial, local, state, and federal levels, including lobbying outside the United States.</p>
<p class=”p9″>The report should be posted on BioMarin’s website.</p>
<p class=”p1″>Supporting Statement</p>
<p class=”p3″>Fuller disclosure of BioMarin’s lobbying activities and expenditures is needed to assess whether BioMarin’s lobbying is consistent with its expressed goals and stockholder interests. BioMarin spent $8,050,000 from 2017-2023 on federal lobbying. BioMarin also lobbies at the state level, where disclosure is uneven or absent. And BioMarin lobbies abroad, spending between €200,000 – 299,999 on lobbying in Europe for 2023.</p>
<p class=”p3″>Companies can give unlimited amounts to certain third party groups that spend millions on lobbying.1 BioMarin fails to disclose to stockholders its memberships in or payments to trade associations and social welfare groups, or the amounts used for lobbying. BioMarin is a member of the Pharmaceutical Research and Manufacturers of America, which has spent over $530 million on federal lobbying since 1998, and CEO Alexander Hardy serves on the organization’s board. BioMarin also belongs to the Biotechnology Innovation Organization, which has spent over $65 million on federal lobbying since 2019. Unlike that of peers Biogen and Vertex, BioMarin’s disclosure critically leaves out its payments to social welfare groups, including the Alliance for Regenerative Medicine and Alliance for a Stronger FDA.</p>
<p class=”p3″>BioMarin’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, BioMarin states it is committed to expanding access to its medicines, yet PhRMA opposed,2 and sued to invalidate, the federal government’s plan to negotiate Medicare drug prices.3</p>
<p class=”p1″>Fuller disclosure of lobbying policies, expenditures, and decision making processes would allow shareholders to evaluate the risks created by BioMarin’s lobbying activities.</p>
<p class=”p1″>1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double- whats-publicly-reported/; https://www.irs.gov/chariBes-non-proﬁts/other-non-proﬁts/business-leagues</p>
<p class=”p2″>2 https://phrma.org/en/InﬂaBon-ReducBon-Act</p>
<p class=”p3″>3 https://www.cnn.com/2023/06/21/poliBcs/medicare-drug-price-negoBaBon-lawsuit-phrma/index.html; https://www.reuters.com/business/healthcare-pharmaceuBcals/challenge-us-drug-price-negoBaBon-program-revived-by-appeals-court-2024-09-20/</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Armando Pintado</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Service Employees International Union (SEIU)</span></div>
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