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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

2010 Amended and Restated Stock Incentive Plan Amendments

At the Annual Meeting of Stockholders of Incyte Corporation (the "Company") held on May 26, 2021 (the "Annual Meeting"), the stockholders of the Company approved the following amendments to the Company's Amended and Restated 2010 Stock Incentive Plan (the "Plan"): (a) an increase in the number of shares available for issuance under the Plan by 9,500,000 shares, from 44,453,475 shares to 53,953,475 shares, (b) extend the termination date of the Plan from June 30, 2021 to June 30, 2026 and (c) change the automatic grants of equity awards to outside (non-employee and non-consultant) directors to provide that such directors will receive annual grants with an aggregate grant date fair value to be determined at the discretion of the Company's board of directors, provided that such value does not exceed $500,000, and to change the mix of such annual grants from 75% stock options and 25% restricted stock units to 60% stock options and 40% restricted stock units. A copy of the Plan, as amended and restated on May 13, 2021 and including the amendments approved by the stockholders, 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           177,365,394       12,500,019          41,822       10,876,335
Jean-Jacques Bienaimé     183,659,510        6,170,541          77,184       10,876,335
Paul J. Clancy            186,012,358        3,820,486          74,391       10,876,335
Wendy L. Dixon            186,745,011        3,082,584          79,640       10,876,335
Jacqualyn A. Fouse        187,616,292        2,210,665          80,278       10,876,335
Edmund P. Harrigan        188,646,843        1,183,427          76,965       10,876,335
Katherine A. High         188,356,062        1,471,490          79,683       10,876,335
Hervé Hoppenot            179,673,534        8,848,103       1,385,598       10,876,335

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


    non-binding advisory basis.




    For          Against       Abstain     Broker Non-Votes
175,778,841     14,039,038     89,356         10,876,335

3. The amendments to the Company's Amended and Restated 2010 Stock Incentive Plan


    were approved.




    For          Against       Abstain     Broker Non-Votes
168,346,598     21,469,876     90,761         10,876,335

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


    public accounting firm for the 2021 fiscal year was ratified.




    For          Against      Abstain
195,782,434     4,883,155     117,981

Item 9.01 Financial Statements and Exhibits.






(d)      Exhibits



   10.1     Amended and Restated 2010 Stock Incentive Plan, as amended and
          restated on May 13, 2021.

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

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