Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnMay 20, 2020 , at the 2020 Annual Meeting of Stockholders (the Annual Meeting) ofExelixis, Inc. (Exelixis ),Exelixis' stockholders approved the amendment and restatement of theExelixis, Inc. 2017 Equity Incentive Plan (as so amended and restated, the 2017 Plan). The 2017 Plan became effective immediately upon stockholder approval at the Annual Meeting. The amendment and restatement was effected primarily: (a) to increase the share reserve under the 2017 Plan by 21,000,000 shares, subject to adjustment for certain changes in the capitalization ofExelixis ; and (b) to specify that (i) the provision providing for accelerated vesting of outstanding awards in the event of certain corporate transactions involvingExelixis in which the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such awards will also apply to a change in control ofExelixis and (ii) for purposes of any such acceleration provided by such provision, as well as the provisions providing for accelerated vesting of outstanding awards in the event of certain change in control acquisitions involvingExelixis that are not approved by the Board of Directors ofExelixis (the Board) or the Compensation Committee of the Board, and certain involuntary terminations of service that occur within one month before, as of, or within 13 months after a change in control ofExelixis , with respect to any such awards that are subject to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the target level of performance. The terms of the 2017 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Subject to adjustment for certain changes in the capitalization ofExelixis , the aggregate number of shares ofExelixis' common stock that may be issued under the 2017 Plan will not exceed 45,453,064 shares (plus the Prior Plans' Returning Shares, as such shares become available from time to time). The "Prior Plans' Returning Shares" are shares subject to outstanding stock awards granted under specifiedExelixis prior plans, in each case that, from and afterMay 24, 2017 , (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned toExelixis because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding appreciation awards (as defined below) granted under such prior plans, are reacquired or withheld (or not issued) byExelixis to satisfy a tax withholding obligation in connection with a stock award. The number of shares ofExelixis' common stock available for issuance under the 2017 Plan will be reduced by (i) one share for each share of common stock issued pursuant to a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant (an "appreciation award") granted under the 2017 Plan, and (ii) 1.5 shares for each share of common stock issued pursuant to a full value award (i.e., any stock award that is not an appreciation award) granted under the 2017 Plan. A more complete summary of the terms of the 2017 Plan is set forth inExelixis' definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onApril 9, 2020 (the Proxy Statement). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2017 Plan, which is filed as Appendix A to the Proxy Statement. Item 5.07. Submission of Matters to a Vote of Security Holders.Exelixis held the Annual Meeting onMay 20, 2020 via live webcast. At the Annual Meeting, theExelixis stockholders were asked to vote upon: 1. The election of each of eleven directors to hold office until the next annual meeting of stockholders in 2021. The nominees for election to these positions wereCharles Cohen , Ph.D.,Carl B. Feldbaum , Esq., Maria C. Freire, Ph.D.,Alan M. Garber , M.D., Ph.D.,Vincent T. Marchesi , M.D., Ph.D.,Michael M. Morrissey , Ph.D.,Stelios Papadopoulos , Ph.D.,George Poste , DVM, Ph.D., FRS,Julie Anne Smith ,Lance Willsey , M.D. and Jack L. Wyszomierksi; 2. The ratification of the selection by the Audit Committee of the Board of Directors ofErnst & Young LLP asExelixis' independent registered public accounting firm for the fiscal year endingJanuary 1, 2021 ;
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3. The approval of the 2017 Plan to, among other things, increase the number of shares authorized for issuance by 21,000,000 shares; and 4. The approval, on an advisory basis, of the compensation ofExelixis' named executive officers, as disclosed in the Proxy Statement. The voting results of the matters presented at the Annual Meeting are as follows: 1. The election of each ofCharles Cohen , Ph.D.,Carl B. Feldbaum , Esq.,Maria C. Freire , Ph.D.,Alan M. Garber , M.D., Ph.D.,Vincent T. Marchesi , M.D., Ph.D.,Michael M. Morrissey , Ph.D.,Stelios Papadopoulos , Ph.D.,George Poste , DVM, Ph.D., FRS,Julie Anne Smith ,Lance Willsey , M.D. and Jack L. Wyszomierksi as directors ofExelixis until the next annual meeting of stockholders in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal, was approved as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES Charles Cohen, Ph.D. 200,935,765 15,986,323 515,466 42,605,432 Carl B. Feldbaum, Esq. 210,012,568 6,792,156 632,830 42,605,432 Maria C. Freire, Ph.D. 214,133,234 2,764,274 540,046 42,605,432 Alan M. Garber, M.D., Ph.D. 195,430,158 21,446,555 560,841 42,605,432 Vincent T. Marchesi, M.D., Ph.D. 201,278,034 15,602,949 556,571 42,605,432 Michael M. Morrissey, Ph.D. 214,582,844 2,397,409 457,301 42,605,432 Stelios Papadopoulos, Ph.D. 195,744,824 19,338,654 2,354,076 42,605,432 George Poste, DVM, Ph.D., FRS 212,327,201 4,508,786 601,567 42,605,432 Julie Anne Smith 215,757,078 1,050,705 629,771 42,605,432 Lance Willsey, M.D. 201,321,357 15,569,811 546,386 42,605,432 Jack L. Wyszomierksi 208,099,076 8,569,066 769,412 42,605,432 2. The ratification ofErnst & Young LLP asExelixis' independent registered public accounting firm for the fiscal year endingJanuary 1, 2021 , was approved as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES 256,694,941 2,680,278 667,767 0 3. The approval of the 2017 Plan to, among other things, increase the number of shares authorized for issuance by 21,000,000 shares, was approved as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES 200,703,043 15,336,567 1,397,944 42,605,432 4. The compensation ofExelixis' named executive officers, as disclosed in the Proxy Statement, received advisory approval as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES 211,852,587 4,786,316 798,651 42,605,432
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