8-K – 2026-06-09 – incy-20260608.htm

incy-20260608 FALSE 0000879169 0000879169 2026-03-26 2026-03-26

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

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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

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