Item 5.03 Amendments 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 9.01 Financial Statements and Exhibits.






 (d) Exhibits




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

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

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