Incyte (INCY) investors approve directors, executive pay and Ernst & Young as auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Incyte Corporation reported the results of its annual shareholder meeting held on June 8, 2026. Shareholders elected eight directors, including Julian C. Baker, Jean-Jacques Bienaimé, Otis W. Brawley, and others, each receiving substantially more “for” than “against” votes.

Shareholders also approved the compensation of the company’s named executive officers on a non-binding advisory basis, with 145,851,784 votes for, 28,078,013 against, and 290,891 abstentions, plus 11,426,181 broker non-votes. In addition, they ratified the appointment of Ernst & Young LLP as 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 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Say-on-pay votes for: 145,851,784 votes Say-on-pay votes against: 28,078,013 votes Auditor ratification votes for: 173,072,501 votes +4 more

7 metrics

Say-on-pay votes for 145,851,784 votes Executive compensation advisory approval

Say-on-pay votes against 28,078,013 votes Executive compensation advisory approval

Auditor ratification votes for 173,072,501 votes Ernst & Young LLP for year ending December 31, 2026

Auditor ratification votes against 12,457,655 votes Ernst & Young LLP for year ending December 31, 2026

Votes for Otis W. Brawley 171,768,011 votes Director election at June 8, 2026 annual meeting

Votes for Julian C. Baker 140,340,036 votes Director election at June 8, 2026 annual meeting

Broker non-votes on director elections 11,426,181 votes Each director election proposal

Key Terms

Broker Non-Votes, non-binding advisory basis, independent registered public accounting firm, Emerging growth company

4 terms

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes Julian C. Baker | 140,340,036..."

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.

non-binding advisory basis financial

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

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"The appointment of Ernst & Young LLP as the Company’s 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.

Emerging growth company regulatory

"Emerging growth company o Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/09/2026 - 04:06 PM

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 8, 2026

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-12400	94-3136539
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


1801 Augustine Cut-Off Wilmington, DE			19803
(Address of principal executive offices)			(Zip Code)

(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):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	INCY	The Nasdaq Stock Market LLC

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following actions were taken at the Annual Meeting of Shareholders of Incyte Corporation (the “Company”) held on June 8, 2026:

1.The following directors were elected:


	For	Against	Abstain	Broker Non-Votes
Julian C. Baker	140,340,036	33,157,541	723,111	11,426,181
Jean-Jacques Bienaimé	146,654,017	27,455,623	111,048	11,426,181
Otis W. Brawley	171,768,011	2,301,580	151,097	11,426,181
Paul J. Clancy	166,813,500	7,284,175	123,013	11,426,181
Jacqualyn A. Fouse	166,172,236	7,491,834	556,618	11,426,181
Edmund P. Harrigan	172,158,004	1,914,799	147,885	11,426,181
Katherine A. High	172,279,703	1,791,630	149,355	11,426,181
William J. Meury	172,266,119	1,815,717	138,852	11,426,181

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


For	Against	Abstain	Broker Non-Votes
145,851,784	28,078,013	290,891	11,426,181

3.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.


For	Against	Abstain
173,072,501	12,457,655	116,713

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.


Date: June 9, 2026
	INCYTE CORPORATION

	By:	/s/ Richard Hoffman
		Richard Hoffman
		Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Incyte (INCY) shareholders decide at the June 8, 2026 annual meeting?

Shareholders elected eight directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor. The voting results showed strong support for the board slate and auditor, with materially higher “for” than “against” votes in each proposal.

Which directors were elected at Incyte (INCY)’s 2026 annual shareholder meeting?

Shareholders 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. Each director received significantly more votes “for” than “against,” with additional broker non-votes reported.

How did Incyte (INCY) shareholders vote on executive compensation in 2026?

Shareholders approved the named executive officers’ compensation on a non-binding advisory basis. The vote totaled 145,851,784 “for,” 28,078,013 “against,” 290,891 abstentions, and 11,426,181 broker non-votes, indicating overall support for the company’s current compensation practices.

Who is Incyte (INCY)’s independent auditor for the year ending December 31, 2026?

Shareholders ratified Ernst & Young LLP as Incyte’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 173,072,501 votes “for,” 12,457,655 “against,” and 116,713 abstentions during the annual meeting.

What were the vote totals for key proposals at Incyte (INCY)’s 2026 annual meeting?

Executive compensation received 145,851,784 votes “for” and 28,078,013 “against.” Ratification of Ernst & Young LLP as auditor received 173,072,501 “for” and 12,457,655 “against.” Each item also recorded abstentions and, where applicable, broker non-votes.

Filing Exhibits & Attachments

3 documents