Neurocrine Biosciences (NBIX) 2026 meeting backs directors, pay and equity plan
Rhea-AI Filing Summary
Neurocrine Biosciences, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. Stockholders elected three Class III directors for terms expiring at the 2029 Annual Meeting and confirmed the existing Class I and Class II board structure.
Of 100,581,991 shares entitled to vote as of March 31, 2026, 90,118,625 were represented in person or by proxy. Stockholders approved on an advisory basis the compensation of named executive officers, and they approved the Amended 2025 Equity Incentive Plan as described in the company’s definitive proxy statement.
Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming the company’s current external audit relationship.
Positive
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Negative
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8-K Event Classification
2 items: 5.02, 5.07
2 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.
Key Figures
Shares entitled to vote: 100,581,991 shares
Shares represented at meeting: 90,118,625 shares
Say-on-pay votes for: 78,993,894 votes
+5 more
8 metrics
Shares entitled to vote
100,581,991 shares
Common stock entitled to vote as of March 31, 2026
Shares represented at meeting
90,118,625 shares
Present in person or by proxy at 2026 Annual Meeting
Say-on-pay votes for
78,993,894 votes
Advisory vote approving named executive officer compensation
Equity plan approval votes for
79,131,622 votes
Approval of Amended 2025 Equity Incentive Plan
Auditor ratification votes for
83,880,185 votes
Ratification of Ernst & Young LLP for fiscal year 2026
Director votes for Kevin C. Gorman
76,228,063 votes
Election as Class III director to 2029 Annual Meeting
Director votes for Gary A. Lyons
75,278,705 votes
Election as Class III director to 2029 Annual Meeting
Director votes for Johanna Mercier
74,671,942 votes
Election as Class III director to 2029 Annual Meeting
Key Terms
Annual Meeting of Stockholders, Equity Incentive Plan, advisory vote, broker non-votes, +1 more
5 terms
Annual Meeting of Stockholders financial
"the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Equity Incentive Plan financial
"approved an amendment of the Company’s 2025 Equity Incentive Plan (the “Amended 2025 Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
advisory vote financial
"an advisory vote on the compensation paid to the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-votes"
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Neurocrine Biosciences (NBIX) stockholders approve at the 2026 Annual Meeting?
Stockholders approved three key items: election of three Class III directors, an advisory endorsement of named executive officer compensation, and approval of the Amended 2025 Equity Incentive Plan. They also ratified Ernst & Young LLP as independent auditor for the 2026 fiscal year.
Were Neurocrine Biosciences’ executive compensation practices supported by NBIX stockholders?
Yes. The advisory vote on compensation for named executive officers received 78,993,894 votes for, 5,669,155 against, and 103,231 abstentions, with 5,352,345 broker non-votes. This indicates broad shareholder support for the compensation program as disclosed in the proxy statement.
Did Neurocrine Biosciences (NBIX) stockholders approve the Amended 2025 Equity Incentive Plan?
Yes. The Amended 2025 Equity Incentive Plan was approved with 79,131,622 votes for, 5,568,926 against, and 65,732 abstentions, plus 5,352,345 broker non-votes. The plan’s material terms are described in the company’s definitive proxy statement for the Annual Meeting.
Who was elected to Neurocrine Biosciences’ Class III director seats in 2026?
Stockholders elected Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier as Class III directors. Each will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, continuing the company’s classified board structure with staggered director terms.
Which audit firm will serve Neurocrine Biosciences (NBIX) for the 2026 fiscal year?
Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 83,880,185 votes for, 6,170,483 against, and 67,957 abstentions, with no broker non-votes on this proposal.
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 27, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(858 ) 617-7600
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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.
(e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment of the Company’s 2025 Equity Incentive Plan (the “Amended 2025 Plan”). A summary of the material terms of the Amended 2025 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 15, 2026, and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 27, 2026, the Company held its Annual Meeting. As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 100,581,991 shares of common stock entitled to vote, of which there were 90,118,625 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of the Board of Directors’ three nominees for Class III Directors named below for a term of three years expiring at the 2029 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) the approval of the Amended 2025 Plan, and (iv) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
•Election of three Class III Directors for a term of three years expiring at the 2029 Annual Meeting of Stockholders.
Votes For | Votes Withheld | Broker Non-votes | ||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 76,228,063 | 8,538,217 | 5,352,345 | |||||||||||||||||||||||
Gary A. Lyons | 75,278,705 | 9,487,575 | 5,352,345 | |||||||||||||||||||||||
Johanna Mercier | 74,671,942 | 10,094,338 | 5,352,345 | |||||||||||||||||||||||
The three nominees for Class III Director were elected. The Class I Directors, William H. Rastetter, Ph.D., George J. Morrow, Leslie V. Norwalk, and Christine A. Poon, will continue in office until the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal. The Class II Directors, Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D., will continue in office until the 2028 Annual Meeting of Stockholders or until their earlier death, resignation or removal.
•An advisory vote on the compensation paid to the Company’s named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
| 78,993,894 | 5,669,155 | 103,231 | 5,352,345 | |||||||||||||||||
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
•Approval of the Amended 2025 Plan.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
| 79,131,622 | 5,568,926 | 65,732 | 5,352,345 | |||||||||||||||||
The Amended 2025 Plan was approved.
•Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For | Votes Against | Abstentions | Broker Non-votes | |||||||||||||||||
| 83,880,185 | 6,170,483 | 67,957 | — | |||||||||||||||||
The appointment of Ernst & Young LLP was ratified.
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.
| NEUROCRINE BIOSCIENCES, INC. | |||||
| Dated: May 28, 2026 | /s/ Darin M. Lippoldt | ||||
| Darin M. Lippoldt | |||||
| Chief Legal Officer | |||||