Incyte 8-K 2023-06-14

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)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

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.

The following actions were taken at the Annual Meeting of Stockholders of Incyte Corporation (the “Company”) held on June 14, 2023:

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.

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