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 12, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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 | ||||||
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
The following actions were taken at the Annual Meeting of Stockholder of Incyte Corporation (the "Company") held on June 12, 2024:
1.The following Directors were elected:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Julian C. Baker | 171,152,289 | 19,853,918 | 957,212 | 11,059,781 | |||||||||||||||||||
| Jean-Jacques Bienaimé | 180,951,049 | 10,167,668 | 844,702 | 11,059,781 | |||||||||||||||||||
| Otis W. Brawley | 189,408,403 | 1,561,259 | 993,757 | 11,059,781 | |||||||||||||||||||
| Paul J. Clancy | 181,506,850 | 9,583,918 | 872,651 | 11,059,781 | |||||||||||||||||||
| Jacqualyn A. Fouse | 186,305,083 | 4,816,883 | 841,453 | 11,059,781 | |||||||||||||||||||
| Edmund P. Harrigan | 189,764,032 | 1,350,500 | 848,887 | 11,059,781 | |||||||||||||||||||
| Katherine A. High | 189,998,522 | 1,096,720 | 868,177 | 11,059,781 | |||||||||||||||||||
| Hervé Hoppenot | 175,384,686 | 13,052,292 | 3,526,441 | 11,059,781 | |||||||||||||||||||
| Susanne Schaffert | 188,005,934 | 2,938,829 | 1,018,656 | 11,059,781 | |||||||||||||||||||
2. The compensation of the Company's named executive officers was approved, on a non-binding advisory basis.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 171,688,040 | 19,939,207 | 336,172 | 11,059,781 | |||||||||||||||||
3. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was ratified.
| For | Against | Abstain | ||||||||||||
| 186,582,934 | 15,526,936 | 913,330 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibits | Description | |||||||
| 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.
| Date: June 14, 2024 | ||||||||
| INCYTE CORPORATION | ||||||||
| By: | /s/ Sheila Denton | |||||||
| Sheila Denton | ||||||||
| Executive Vice President and General Counsel | ||||||||
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