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):  May 1, 2018

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(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):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

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  o

 

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.  o

 

 

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

2010 Stock Incentive Plan Amendments

 

At the Annual Meeting of Stockholders of Incyte Corporation (the “Company”) held on May 1, 2018 (the “Annual Meeting”), the stockholders of the Company approved an increase in the number of shares available for issuance under the Company’s 2010 Stock Incentive Plan by 6,000,000 shares, from 30,753,475 shares to 36,753,475 shares.  The stockholders of the Company also approved an increase of the limitation on the number of shares that may be issued pursuant to sales or awards other than upon exercise of options or other than pursuant to sales at purchase prices at least equal to the fair market value of the shares sold from 2,500,000 shares to 3,500,000 shares and also approved the extension of the termination date of the 2010 Stock Incentive Plan from March 18, 2020 to March 18, 2021.  A copy of the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended, is attached hereto as Exhibit 10.1 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”):

 

1.                                      The following Directors were elected:

 

		For		Against		Abstain		Broker Non-Votes
Julian C. Baker		171,746,052		3,545,791		156,814		15,406,226
Jean-Jacques Bienaimé		162,470,304		12,812,299		166,054		15,406,226
Paul A. Brooke		172,035,729		3,245,350		167,578		15,406,226
Paul J. Clancy		173,922,736		1,269,352		256,569		15,406,226
Wendy L. Dixon		167,793,927		7,403,927		250,803		15,406,226
Jacqualyn A. Fouse		174,488,910		786,381		173,366		15,406,226
Paul A. Friedman		162,274,837		13,004,135		169,685		15,406,226
Hervé Hoppenot		170,274,931		4,895,066		278,660		15,406,226

 

2.                                      The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis.

 

For		Against		Abstain		Broker Non-Votes
126,431,606		48,838,017		179,034		15,406,226

 

3.                                      The amendments to the Company’s Amended and Restated 2010 Stock Incentive Plan were approved.

 

For		Against		Abstain		Broker Non-Votes
155,270,812		20,012,698		165,147		15,406,226

 

4.                                      The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year was ratified.

 

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                Exhibits

 

10.1

Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended.

 

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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:  May 2, 2018

 

	INCYTE CORPORATION
	By:	/s/ Maria E. Pasquale
		Maria E. Pasquale
		Executive Vice President and
		General Counsel

 

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