01—Abstract
Summary
Summary of the 8-K filed June 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Incyte Corporation's Form 8-K, filed June 14, 2024, reports the results of the Company's Annual Meeting of Stockholders held June 12, 2024.
Stockholders elected all nine nominated directors: Julian C. Baker, Jean-Jacques Bienaimé, Otis W. Brawley, Paul J.
Clancy, Jacqualyn A. Fouse, Edmund P. Harrigan, Katherine A.
High, Hervé Hoppenot, and Susanne Schaffert. Each director received more For votes than Against votes, though the margins varied; Hervé Hoppenot had the most Against votes among the nominees at 13,052,292, and Otis W. Brawley had the fewest at 1,561,259.
Stockholders also approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, with 171,688,040 votes For, 19,939,207 Against, 336,172 Abstain, and 11,059,781 Broker Non-Votes. Stockholders additionally ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, with 186,582,934 For, 15,526,936 Against, and 913,330 Abstain.
The filing contains no financial statements; its only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document. For investors, the filing confirms board continuity and shareholder support for executive pay and the auditor, while the Against vote on the say-on-pay proposal (19,939,207) is the largest opposition figure on a non-director item.
02—Key points
Key Highlights
- All nine director nominees were elected at the June 12, 2024 Annual Meeting of Stockholders.
- Julian C. Baker received 171,152,289 For votes and 19,853,918 Against votes, the highest Against count among the directors after Hervé Hoppenot's 13,052,292 Against votes.
- Named executive officer compensation was approved on a non-binding advisory basis with 171,688,040 For votes and 19,939,207 Against votes.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2024 with 186,582,934 For votes and 15,526,936 Against votes.
- Broker non-votes were 11,059,781 for each director election and for the say-on-pay proposal.
- Hervé Hoppenot had the largest Against vote count among director nominees at 13,052,292 and 3,526,441 Abstain votes.
- The filing includes no financial statements; its only listed exhibit is the Inline XBRL Cover Page Interactive Data File (Exhibit 104).
03—Questions
Frequently Asked Questions
Who was elected to Incyte's Board of Directors at the June 12, 2024 Annual Meeting?
Nine directors were elected: Julian C. Baker, Jean-Jacques Bienaimé, Otis W. Brawley, Paul J. Clancy, Jacqualyn A. Fouse, Edmund P. Harrigan, Katherine A. High, Hervé Hoppenot, and Susanne Schaffert.
Did stockholders approve executive compensation?
Yes. On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 171,688,040 For votes, 19,939,207 Against votes, 336,172 Abstain votes, and 11,059,781 Broker Non-Votes.
Which auditor was ratified for fiscal year 2024?
Stockholders ratified Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year, with 186,582,934 For votes, 15,526,936 Against votes, and 913,330 Abstain votes.
Which director received the most opposition from stockholders?
Hervé Hoppenot received the most Against votes among the nominees, at 13,052,292, along with 3,526,441 Abstain votes and 11,059,781 Broker Non-Votes.
Does this filing include financial results or other financial statements?
No. The filing reports only the annual meeting voting results and lists a single exhibit, the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.
04—Continue