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 20, 2011

 

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))

 

 

 

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 Amendment

 

At the Annual Meeting of Stockholders of Incyte Corporation (the “Company”), held on May 20, 2011 (the “Annual Meeting”), the stockholders of the Company approved an increase in the number of shares of common stock authorized for issuance under the Company’s 2010 Stock Incentive Plan by 6,500,000 shares, increasing the aggregate number of shares of the common stock authorized for issuance under the 2010 Stock Incentive Plan from 6,053,475 shares to 12,553,475 shares. A copy of the Incyte Corporation 2010 Stock Incentive Plan, as amended, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

1997 Employee Stock Purchase Plan Amendment

 

At the Annual Meeting, the stockholders of the Company also approved an increase in the number of shares of common stock authorized for issuance under the Company’s 1997 Employee Stock Purchase Plan by 1,000,000 shares, increasing the aggregate number of shares of the common stock authorized for issuance under the 1997 Employee Stock Purchase Plan from 7,350,000 shares to 8,350,000 shares. A copy of the 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended, is attached hereto as Exhibit 10.2 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:

 

1.             The following Directors were elected:

 

		For		Withheld
Richard U. De Schutter		96,189,690		591,883
Barry M. Ariko		96,158,988		622,585
Julian C. Baker		96,199,440		582,133
Paul A. Brooke		96,064,049		717,524
Wendy L. Dixon		96,145,980		635,593
Paul A. Friedman		96,173,229		608,344
John F. Niblack		96,152,907		628,666
Roy A. Whitfield		56,069,595		40,711,978

 

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

 

For		Against		Abstain		Broker Non-Votes
82,794,326		13,815,190		172,057		12,095,832

 

3.             The amendment of the Company’s 1997 Employee Stock Purchase Plan was approved.

 

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For		Against		Abstain		Broker Non-Votes
91,598,793		5,032,853		149,927		12,095,832

 

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

 

For		Against		Abstain
95,532,896		1,184,030		64,647

 

5.             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
78,845,076		630,223		17,113,452		192,822

 

Based on these results, the Company has decided to 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.

 

6.             The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year was approved.

 

For		Against		Abstain
107,392,738		1,425,555		59,112

 

Item 9.01

Financial Statements and Exhibits.

 

(d)           Exhibits

 

10.1         Incyte Corporation 2010 Stock Incentive Plan, as amended.

 

10.2         1997 Employee Stock Purchase Plan of Incyte Corporation, 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 25, 2011

 

	INCYTE CORPORATION
	By:	/s/ Patricia A. Schreck
		Patricia A. Schreck
		Executive Vice President and
		General Counsel

 

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