Current Report Filing (8-k)
June 15 2023 - 2:11PM
Edgar (US Regulatory)
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2023-06-14
2023-06-14
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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):
June 14, 2023
INCYTE
CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or Other Jurisdiction of Incorporation) |
|
001-12400
(Commission File Number) |
|
94-3136539
(I.R.S. Employer Identification No.) |
1801 Augustine Cut-Off |
|
|
Wilmington, DE |
|
19803 |
(Address of principal executive offices) |
|
(Zip Code) |
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
Common Stock, $.001 par value per share |
|
INCY |
|
The Nasdaq Stock Market LLC |
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. ¨
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 | |
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. |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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