Results

Incyte Corporation

06/11/2025 | Press release | Distributed by Public on 06/11/2025 09:32

Proxy Results, Management Change/Compensation (Form 8-K)

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 10, 2025 (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"): (i) an increase in the number of shares available for issuance under the SIP by 8,500,000 shares, from 66,453,475 shares to 74,953,475 shares, (ii) removal of the fungible share ratio for future awards, and (iii) extension of the termination date of the SIP by five years. A copy of the SIP, as amended on April 11, 2025, and including the amendments 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, the stockholders of the Company approved an amendment to the Company's 1997 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of common stock reserved for issuance under the ESPP by 1,000,000 shares, from 10,350,000 shares to 11,350,000 shares. A copy of the Company's ESPP, as amended on April 11, 2025, 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:
1.The following Directors were elected:
For Against Abstain Broker Non-Votes
Julian C. Baker 143,851,391 23,547,057 32,667 9,515,734
Jean-Jacques Bienaimé 158,505,142 8,793,895 132,078 9,515,734
Otis W. Brawley 164,695,903 2,695,745 39,467 9,515,734
Paul J. Clancy 156,301,755 9,098,716 30,644 9,515,734
Jacqualyn A. Fouse 163,380,911 3,884,830 165,374 9,515,734
Edmund P. Harrigan 164,852,019 2,548,398 30,698 9,515,734
Katherine A. High 164,936,139 2,433,810 61,166 9,515,734
Hervé Hoppenot 156,969,412 9,735,183 726,239 9,515,734
Susanne Schaffert 163,459,412 3,937,858 33,845 9,515,734
2. The compensation of the Company's named executive officers was approved, on a non-binding advisory basis.
For Against Abstain Broker Non-Votes
153,838,972 13,020,842 571,301 9,515,734
3. The amendments to the Company's Amended and Restated 2010 Stock Incentive Plan were approved.
For Against Abstain Broker Non-Votes
119,037,652 48,330,806 62,657 9,515,734
4. The amendment to the Company's 1997 Employee Stock Purchase Plan was approved.
For Against Abstain Broker Non-Votes
166,487,048 873,724 70,343 9,515,734
5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was ratified.
For Against Abstain
166,830,874 10,085,753 30,222
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