Shareholders at Exelixis (EXEL) approve equity plan, Say on Pay and all directors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Exelixis, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders approved an amended and restated 2017 Equity Incentive Plan, which became effective immediately upon approval. All 11 director nominees were elected to serve until the next annual meeting in 2027.
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 1, 2027. They also approved, on an advisory basis, the compensation of Exelixis’ named executive officers, confirming support for the company’s current governance and compensation framework.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan approval votes: 196,926,657 for / 9,343,837 against
Say on Pay support: 163,104,135 for / 43,156,553 against
Auditor ratification votes: 222,343,120 for / 6,485,691 against
+3 more
6 metrics
Equity plan approval votes
196,926,657 for / 9,343,837 against
2017 Equity Incentive Plan stockholder vote at May 26, 2026 meeting
Say on Pay support
163,104,135 for / 43,156,553 against
Advisory vote on named executive officer compensation
Auditor ratification votes
222,343,120 for / 6,485,691 against
Ratification of Ernst & Young LLP for fiscal year ending January 1, 2027
Broker non-votes equity plan
22,436,080 broker non-votes
2017 Equity Incentive Plan proposal
Director vote example
204,854,581 for / 1,538,523 against
Election of Mary C. Beckerle, Ph.D. as director
Meeting date
May 26, 2026
Date of Exelixis annual meeting held via live webcast
Key Terms
2017 Equity Incentive Plan, independent registered public accounting firm, broker non-votes, Say on Pay, +1 more
5 terms
2017 Equity Incentive Plan financial
"approved the amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan"
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 196,926,657 | 9,343,837 | 319,812 | 22,436,080"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say on Pay financial
"Approval, on an advisory basis, of the compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement (Say on Pay)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Annual Meeting of Stockholders financial
"On May 26, 2026, at the 2026 Annual Meeting of Stockholders"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
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 26, 2026
 | ||
| (Exact name of registrant as specified in its charter) | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(650 ) 837-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2026, at the 2026 Annual Meeting of Stockholders (the Annual Meeting) of Exelixis, Inc. (Exelixis), Exelixis’ stockholders, upon recommendation of Exelixis’ Board of Directors, approved the amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan (as so amended and restated, the 2017 Plan). The 2017 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the terms and conditions of the 2017 Plan is set forth in “Proposal 3: Amendment and Restatement of the Exelixis, Inc. 2017 Equity Incentive Plan” in Exelixis’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 15, 2026 (the Proxy Statement), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the 2017 Plan, a copy of which is filed as Exhibit 10.1 to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 26, 2026, Exelixis held its Annual Meeting via live webcast.
(b) The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:
1.Election of Directors: Exelixis stockholders elected the following 11 directors to serve until the next annual meeting of stockholders in 2027, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
Mary C. Beckerle, Ph.D. | 204,854,581 | 1,538,523 | 197,202 | 22,436,080 | |||||||||||||||||||
S. Gail Eckhardt, M.D. | 205,409,482 | 1,022,879 | 157,945 | 22,436,080 | |||||||||||||||||||
Maria C. Freire, Ph.D. | 180,367,648 | 26,067,310 | 155,348 | 22,436,080 | |||||||||||||||||||
Tomas J. Heyman | 200,508,205 | 5,902,008 | 180,093 | 22,436,080 | |||||||||||||||||||
David E. Johnson | 205,319,312 | 1,096,455 | 174,539 | 22,436,080 | |||||||||||||||||||
Michael M. Morrissey, Ph.D. | 204,731,180 | 1,692,296 | 166,830 | 22,436,080 | |||||||||||||||||||
Robert L. Oliver, Jr. | 205,297,039 | 1,137,865 | 155,402 | 22,436,080 | |||||||||||||||||||
Stelios Papadopoulos, Ph.D. | 198,500,120 | 7,922,275 | 167,911 | 22,436,080 | |||||||||||||||||||
George Poste, DVM, Ph.D., FRS | 204,405,453 | 2,023,314 | 161,539 | 22,436,080 | |||||||||||||||||||
Julie Anne Smith | 202,976,810 | 3,456,942 | 156,554 | 22,436,080 | |||||||||||||||||||
| Jack L. Wyszomierski | 201,891,192 | 4,536,760 | 162,354 | 22,436,080 | |||||||||||||||||||
2.Ratification of Ernst & Young LLP as Exelixis’ independent registered public accounting firm: Exelixis stockholders ratified the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 1, 2027.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 222,343,120 | 6,485,691 | 197,575 | — | |||||||||||||||||
3.Approval of the 2017 Plan: Exelixis stockholders approved the 2017 Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 196,926,657 | 9,343,837 | 319,812 | 22,436,080 | |||||||||||||||||
4.Approval, on an advisory basis, of the compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement (Say on Pay): Exelixis stockholders approved the Say on Pay proposal.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 163,104,135 | 43,156,553 | 329,618 | 22,436,080 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||||||||
| 10.1 | Exelixis, Inc. 2017 Equity Incentive Plan | |||||||||||||
| 104 | Cover Page Interactive Data File | The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||
SIGNATURES
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.
EXELIXIS, INC. | |||||||||||
| May 29, 2026 | /s/ Brenda J. Hefti | ||||||||||
| Date | Brenda J. Hefti | ||||||||||
| Senior Vice President and General Counsel | |||||||||||
FAQ
Were Exelixis (EXEL) director nominees elected at the 2026 annual meeting?
All 11 Exelixis director nominees were elected to serve until the 2027 annual meeting. Each nominee received more votes for than against, with support levels generally above 200 million for shares, alongside broker non-votes of 22,436,080 reported for each director election.
What was the Say on Pay result for Exelixis (EXEL) executives in 2026?
Exelixis shareholders approved, on an advisory basis, the compensation of named executive officers. The Say on Pay vote totaled 163,104,135 for, 43,156,553 against, and 329,618 abstentions, with 22,436,080 broker non-votes, indicating overall support for the disclosed executive pay program.
When and how did Exelixis (EXEL) hold its 2026 annual stockholder meeting?
Exelixis held its 2026 annual meeting of stockholders on May 26, 2026 via live webcast. During this meeting, shareholders voted on director elections, the amended 2017 Equity Incentive Plan, advisory executive compensation, and ratification of Ernst & Young LLP as independent auditor.