{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-071561","form_type":"8-K","ticker":"INCY","cik":"0000879169","company_name":"INCYTE CORP","filed_at":"2023-06-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.562585+00:00","generated_at":"2026-06-14T00:46:50.786931+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Incyte shareholders approve 12.5M share increase in stock incentive plan","bullets":["Stockholders approved amendment to 2010 Stock Incentive Plan, increasing shares by 12,500,000 to 66,453,475.","Stockholders approved amendment to 1997 Employee Stock Purchase Plan, increasing shares by 750,000 to 10,350,000.","All eight director nominees elected; say-on-pay approved with ~86.5% support; advisory vote set to every year.","Ratification of Ernst & Young as independent auditor for FY2023 approved with ~94.7% of votes cast."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-071561","json":"https://secwatch.observer/filing/0001104659-23-071561.json","markdown":"https://secwatch.observer/filing/0001104659-23-071561.md","text":"https://secwatch.observer/filing/0001104659-23-071561.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/tm2318718d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T00:46:50.786931+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"38b70dd3c525148f7e80f4f783c5d2140069b481","claim":"INCYTE CORP shareholders approved Amendment to Amended and Restated 2010 Stock Incentive Plan at the 2023-06-14 meeting.","evidence_excerpt":"4. The amendment to the Company’s Amended and Restated 2010 Stock Incentive Plan was approved. For Against Abstain Broker Non-Votes 171,175,816 21,861,826 188,582 12,318,038","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"742fe16766981d970150463d47456aee09e3e089","claim":"INCYTE CORP shareholders approved Election of Directors at the 2023-06-14 meeting.","evidence_excerpt":"The following actions were taken at the Annual Meeting of Stockholders of Incyte Corporation (the “Company”) held on June 14, 2023: 1. The following Directors were elected: For Against Abstain Broker Non- Votes Julian C. Baker 178,216,792 14,844,339 165,093 12,318,038","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"8a555894c7df8b518f2e7c4a01767394e798dfe9","claim":"INCYTE CORP shareholders approved Amendment to 1997 Employee Stock Purchase Plan at the 2023-06-14 meeting.","evidence_excerpt":"5. The amendment to the Company’s 1997 Employee Stock Purchase Plan was approved. For Against Abstain Broker Non-Votes 191,553,726 1,633,296 39,202 12,318,038","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"c31ece9889b6fbe09dafa0ca558a9963ab42426c","claim":"INCYTE CORP shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-06-14 meeting.","evidence_excerpt":"3. The stockholders recommended, on a non-binding advisory basis, that future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers should occur every year. Every Year Every 2 Years Every 3 Years Abstain 191,089,985 42,182 1,896,908 197,149","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"cc33880cc3dcebb2737a41debcd82371e1d65554","claim":"INCYTE CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for 2023 at the 2023-06-14 meeting.","evidence_excerpt":"6. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was ratified. For Against Abstain 194,500,211 10,832,543 211,508","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"},{"claim_id":"fce7c0a8d85c2ec715300f782a5ada850924ff4f","claim":"INCYTE CORP shareholders approved Advisory vote on executive compensation at the 2023-06-14 meeting.","evidence_excerpt":"2. The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis. For Against Abstain Broker Non-Votes 169,320,952 23,663,412 241,860 12,318,038","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-14"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}