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 30, 2012

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-27488

 

94-3136539

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Experimental Station

 

 

Route 141 & Henry Clay Road

 

 

Building E336

 

 

Wilmington, DE

 

19880

(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))

 

 

 



 

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

 

At the Annual Meeting of Stockholders of Incyte Corporation (the “Company”), held on May 30, 2012 (the “Annual Meeting”), the Company’s stockholders approved an increase in the number of shares of common stock authorized for issuance under the Company’s 2010 Stock Incentive Plan by 4,000,000 shares, from 12,553,475 shares to 16,553,475 shares.  A copy of the Company’s 2010 Stock Incentive Plan, as amended, is attached hereto as Exhibit 10.1 and is 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:

 

1.                                       The following Directors were elected:

 

 

 

For

 

Withheld

 

 

 

 

 

 

 

Richard U. De Schutter

 

103,501,419

 

1,091,117

 

 

 

 

 

 

 

Barry M. Ariko

 

103,552,988

 

1,039,548

 

 

 

 

 

 

 

Julian C. Baker

 

103,477,932

 

1,114,604

 

 

 

 

 

 

 

Paul A. Brooke

 

103,395,711

 

1,196,825

 

 

 

 

 

 

 

Paul A. Friedman

 

103,851,524

 

741,012

 

 

 

 

 

 

 

Wendy L. Dixon

 

102,562,345

 

2,030,191

 

 

 

 

 

 

 

Roy A. Whitfield

 

68,310,093

 

36,282,443

 

 

2.                                       The amendment of the Company’s 2010 Stock Incentive Plan was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

79,336,806

 

25,078,311

 

117,419

 

10,889,661

 

 

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

 

For

 

Against

 

Abstain

 

103,223,681

 

1,137,045

 

231,810

 

 

4.                                       The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year was approved.

 

For

 

Against

 

Abstain

 

114,606,717

 

829,367

 

46,113

 

 

Item 9.01                                             Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

10.1                           Incyte Corporation 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: June 4, 2012

 

 

 

 

INCYTE CORPORATION

 

 

 

 

 

 

By:

/s/ Eric H Siegel

 

 

Eric H. Siegel

 

 

Executive Vice President and

 

 

General Counsel

 

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