Incyte Corporation
8-K on 02/19/2021   Download
SEC Document
SEC Filing
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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 18, 2021



(Exact name of registrant as specified in its charter)


(State or Other Jurisdiction of
(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)



(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:


¨      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(s)   Name of each 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.  ¨







Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On February 18, 2021, the Board of Directors (the “Board”) of Incyte Corporation (the “Company”) amended the Company’s bylaws (as so amended, the “Bylaws”) to implement proxy access bylaw provisions and make certain conforming revisions to reflect implementation of proxy access.


The Bylaws include a new Article I, Section 5, Proxy Access, which permits an eligible stockholder, or a group of up to twenty eligible stockholders, owning continuously for at least three years shares of the Company’s common stock representing an aggregate of at least 3% of the outstanding shares of common stock, to nominate and include in the Company’s annual meeting proxy materials qualifying director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.


The foregoing description of the amendment to the Bylaws is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item  9.01Financial Statements and Exhibits.




3.1Bylaws of the Company, as amended as of February 18, 2021.


104Cover Page Interactive Data File (embedded within the Inline XBRL document).






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.


Dated: February 19, 2021


  By: /s/ Maria E. Pasquale
    Maria E. Pasquale
    Executive Vice President & General Counsel