Current Report Filing (8-k)
September 28 2021 - 4:48PM
Edgar (US Regulatory)
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2021-09-27
2021-09-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 27, 2021
INCYTE CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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001-12400
(Commission File Number)
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94-3136539
(I.R.S. Employer
Identification No.)
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1801 Augustine Cut-Off
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Wilmington, DE
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19803
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(Address of principal executive offices)
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(Zip Code)
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(302) 498-6700
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240-13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $.001 par value per share
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INCY
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Election of Directors
Effective September 27, 2021, the Board of
Directors of Incyte Corporation (the “Company”) increased the number of authorized members of the Board of Directors of the
Company to nine and elected Otis W. Brawley, M.D., a member of the Board of Directors of the Company.
Dr. Brawley, age 62, has served as a
Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since January 2019. From April 2007
to December 2018, Dr. Brawley served as the Chief Medical and Scientific Officer of the American Cancer Society. From
January 2002 to August 2007, Dr. Brawley was director of the Georgia Cancer Center at Grady Memorial Hospital. From
April 2001 to December 2018, Dr. Brawley served as professor of hematology, oncology, medicine and epidemiology at
Emory University. Prior to joining Emory University, Dr. Brawley was an assistant director and senior investigator at the
National Cancer Institute and an internist and oncologist at the National Institutes of Health Clinical Center and Bethesda Naval
Hospital. Dr. Brawley is also a member of the boards of directors of Lyell Immunopharma, Inc. and PDS Biotechnology
Corporation.
There is no arrangement or understanding between
Dr. Brawley and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship
between Dr. Brawley and any of the Company’s other directors or executive officers. The Company is not aware of any transaction
involving Dr. Brawley requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933.
As a non-employee member of the Board of Directors
of the Company, Dr. Brawley will be entitled to receipt of the same cash and equity compensation paid by the Company to each of its
non-employee directors, as described in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders filed on April 16,
2021 together with the Company’s Current Report on Form 8-K filed on May 27, 2021.
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: September 28, 2021
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INCYTE CORPORATION
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By:
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/s/ Elizabeth Feeney
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Elizabeth Feeney
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Vice President, Assistant General Counsel and
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Assistant Corporate Secretary
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