Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

1997 Employee Stock Purchase Plan Amendment

At the Annual Meeting of Incyte Corporation (the "Company") held on May 26, 2020 (the "Annual Meeting"), the stockholders of the Company approved an increase in the number of shares of common stock reserved for issuance under the Company's 1997 Employee Stock Purchase Plan by 750,000 shares, from 8,850,000 shares to 9,600,000 shares. A copy of the Company's 1997 Employee Stock Purchase Plan, as amended, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following actions were taken at the Annual Meeting:

1. The following Directors were elected:






                                                                           Broker Non-
                             For            Against          Abstain          Votes
Julian C. Baker           175,402,112       9,951,833         401,399        11,420,146
Jean-Jacques Bienaimé     182,370,393       2,883,370         501,581        11,420,146
Paul J. Clancy            181,708,996       3,540,142         506,206        11,420,146
Wendy L. Dixon            183,253,140       2,096,491         405,713        11,420,146
Jacqualyn A. Fouse        177,261,482       8,037,046         456,816        11,420,146
Paul A. Friedman          144,968,103       40,399,927        387,314        11,420,146
Edmund P. Harrigan        183,660,200       1,647,721         447,423        11,420,146
Katherine A. High         184,335,773        962,274          457,297        11,420,146
Hervé Hoppenot            174,678,396       9,919,074        1,157,874       11,420,146

2. The compensation of the Company's named executive officers was approved, on a

non-binding advisory basis.






     For            Against         Abstain       Broker Non-Votes
  167,308,259       18,051,368       395,717          11,420,146

3. The amendment to the Company's 1997 Employee Stock Purchase Plan was approved.






     For            Against        Abstain       Broker Non-Votes
  184,246,118       1,145,876       363,350          11,420,146

4. The appointment of Ernst & Young LLP as the Company's independent registered

public accounting firm for the 2020 fiscal year was ratified.






     For            Against        Abstain
  190,875,092       5,854,163       446,235

5. The stockholder proposal on whether the chairman of the board should be an

independent director was not approved.






    For             Against         Abstain       Broker Non-Votes
  62,133,761       122,764,201       857,382          11,420,146

Item 9.01 Financial Statements and Exhibits.






(d)     Exhibits



  10.1    1997 Employee Stock Purchase Plan of Incyte Corporation, as amended.

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

© Edgar Online, source Glimpses