01—Abstract
Summary
Summary of the 8-K filed June 9, 2026. Cited figures are marked; the original filing is the authoritative source.
At its Annual Meeting of Shareholders held on June 8, 2026, Incyte Corporation shareholders elected all eight director nominees: Julian C.
Baker, Jean-Jacques Bienaimé, Otis W. Brawley, Paul J. Clancy, Jacqualyn A.
Fouse, Edmund P. Harrigan, Katherine A. High, and William J.
Meury. Each nominee received more votes For than Against, with broker non-votes of 11,426,181 recorded for every director. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 145,851,784 votes For, 28,078,013 Against, 290,891 Abstain, and 11,426,181 broker non-votes.
In addition, shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 173,072,501 votes For, 12,457,655 Against, and 116,713 Abstain. This 8-K reports only the voting results from the annual meeting under Item 5.07. It contains no financial results, guidance, or other operational disclosures.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held June 8, 2026; results reported in this 8-K filed June 9, 2026.
- All eight director nominees were elected, including Julian C. Baker, Jean-Jacques Bienaimé, Otis W. Brawley, Paul J. Clancy, Jacqualyn A. Fouse, Edmund P. Harrigan, Katherine A. High, and William J. Meury.
- Julian C. Baker received the most Against votes among directors, at 33,157,541, while Otis W. Brawley received the fewest, at 2,301,580.
- Shareholders approved the named executive officer compensation on a non-binding advisory basis, with 145,851,784 votes For and 28,078,013 Against.
- Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 173,072,501 votes For and 12,457,655 Against.
- Broker non-votes of 11,426,181 were recorded on each director election and the say-on-pay proposal.
03—Questions
Frequently Asked Questions
Who was elected to the board of directors at the June 8, 2026 annual meeting?
Eight directors were elected: Julian C. Baker, Jean-Jacques Bienaimé, Otis W. Brawley, Paul J. Clancy, Jacqualyn A. Fouse, Edmund P. Harrigan, Katherine A. High, and William J. Meury.
Did shareholders approve executive compensation?
Yes. The compensation of the named executive officers was approved on a non-binding advisory basis, with 145,851,784 votes For, 28,078,013 Against, and 290,891 Abstain.
Which firm was ratified as the independent auditor?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 173,072,501 votes For, 12,457,655 Against, and 116,713 Abstain.
Does this filing include any financial results or guidance?
No. The filing reports only the voting results from the annual meeting under Item 5.07 and does not include financial results, guidance, or other operational disclosures.
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