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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 5.02Departure 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 5.07Submission 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 13, 2023.
10.21997 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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