UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2010 Amended and Restated Stock Incentive Plan Amendment
At the Annual Meeting of Stockholders of Incyte Corporation (the “Company”) held on June 14, 2023 (the “Annual Meeting”), the stockholders of the Company approved the following amendment to the Company’s Amended and Restated 2010 Stock Incentive Plan (the “SIP”): an increase in the number of shares available for issuance under the SIP by 12,500,000 shares, from 53,953,475 shares to 66,453,475 shares. A copy of the SIP, as amended on April 13, 2023, and including the amendment approved by the stockholders, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
1997 Employee Stock Purchase Plan Amendment
At the Annual Meeting of the Company, the stockholders of the Company approved an increase in the number of shares of common stock reserved for issuance under the Company’s 1997 Employee Stock Purchase Plan by 750,000 shares, from 9,600,000 shares to 10,350,000 shares. A copy of the Company’s 1997 Employee Stock Purchase Plan, as amended on April 13, 2023, and including the amendment approved by the stockholders, is attached hereto as Exhibit 10.2 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following actions were taken at the Annual Meeting of Stockholders of Incyte Corporation (the “Company”) held on June 14, 2023:
| 1. | The following Directors were elected: |
| For | Against | Abstain | Broker Non- Votes | |||||||||
| Julian C. Baker | 178,216,792 | 14,844,339 | 165,093 | 12,318,038 | ||||||||
| Jean-Jacques Bienaimé | 182,638,002 | 10,412,270 | 175,952 | 12,318,038 | ||||||||
| Otis W. Brawley | 189,721,028 | 3,322,837 | 182,359 | 12,318,038 | ||||||||
| Paul J. Clancy | 182,829,900 | 10,223,098 | 173,226 | 12,318,038 | ||||||||
| Jacqualyn A. Fouse | 188,578,528 | 4,470,872 | 176,824 | 12,318,038 | ||||||||
| Edmund P. Harrigan | 190,178,511 | 2,868,505 | 179,208 | 12,318,038 | ||||||||
| Katherine A. High | 190,244,186 | 2,808,821 | 173,217 | 12,318,038 | ||||||||
| Hervé Hoppenot | 178,132,891 | 13,101,874 | 1,991,459 | 12,318,038 | ||||||||
| Susanne Schaffert | 191,343,018 | 1,705,703 | 177,503 | 12,318,038 | ||||||||
| 2. | The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis. |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 169,320,952 | 23,663,412 | 241,860 | 12,318,038 | |||||||
| 3. | The stockholders recommended, on a non-binding advisory basis, that future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers should occur every year. |
| Every Year | Every 2 Years | Every 3 Years | Abstain | |||||||
| 191,089,985 | 42,182 | 1,896,908 | 197,149 |
Based on these results and in line with the Company’s Board of Directors recommendation, the Company will hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year, until the next non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.
| 4. | The amendment to the Company’s Amended and Restated 2010 Stock Incentive Plan was approved. |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 171,175,816 | 21,861,826 | 188,582 | 12,318,038 |
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| 5. | The amendment to the Company’s 1997 Employee Stock Purchase Plan was approved. |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 191,553,726 | 1,633,296 | 39,202 | 12,318,038 | |||||||
| 6. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was ratified. |
| For | Against | Abstain | |||||
| 194,500,211 | 10,832,543 | 211,508 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 13, 2023. |
| 10.2 | 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April 13. 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 15, 2023
| INCYTE CORPORATION | ||
| By: | /s/ Maria E. Pasquale | |
| Maria E. Pasquale | ||
| Executive Vice President and | ||
| General Counsel | ||
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