---
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"
generated_at: "2026-06-14T00:46:50.786931+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Incyte shareholders approve 12.5M share increase in stock incentive plan

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-071561
- JSON: https://secwatch.observer/filing/0001104659-23-071561.json
- Plain text: https://secwatch.observer/filing/0001104659-23-071561.txt

## Key facts
- Shareholder Votes
  INCYTE CORP shareholders approved Amendment to Amended and Restated 2010 Stock Incentive Plan at the 2023-06-14 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm
- Shareholder Votes
  INCYTE CORP shareholders approved Election of Directors at the 2023-06-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm
- Shareholder Votes
  INCYTE CORP shareholders approved Amendment to 1997 Employee Stock Purchase Plan at the 2023-06-14 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm
- Shareholder Votes
  INCYTE CORP shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-06-14 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm
- Shareholder Votes
  INCYTE CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for 2023 at the 2023-06-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm
- Shareholder Votes
  INCYTE CORP shareholders approved Advisory vote on executive compensation at the 2023-06-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/0001104659-23-071561-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.