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 26, 2017

 

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):

 

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 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 5.07                                           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

 

Withheld

 

Broker Non-
Votes

 

Julian C. Baker

 

170,291,792

 

3,492,653

 

12,390,808

 

Jean-Jacques Bienaimé

 

162,495,137

 

11,289,308

 

12,390,808

 

Paul A. Brooke

 

170,574,124

 

3,210,321

 

12,390,808

 

Paul J. Clancy

 

172,127,317

 

1,657,128

 

12,390,808

 

Wendy L. Dixon

 

167,451,838

 

6,332,607

 

12,390,808

 

Paul A. Friedman

 

159,543,671

 

14,240,774

 

12,390,808

 

Hervé Hoppenot

 

170,047,703

 

3,736,742

 

12,390,808

 

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

169,371,921

 

4,273,231

 

139,293

 

12,390,808

 

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

159,897,364

 

373,397

 

13,360,793

 

152,891

 

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 appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year was ratified.

 

For

 

Against

 

Abstain

184,030,855

 

2,020,507

 

123,891

 

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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 30, 2017

 

 

INCYTE CORPORATION

 

 

 

 

 

By:

/s/ Eric H. Siegel

 

 

Eric H. Siegel

 

 

Executive Vice President and

 

 

General Counsel

 

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