Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the
"Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting")
at which the Company's stockholders approved an amendment and restatement of the
Company's 2020 Equity Incentive Plan (the "Amended and Restated 2020 Plan") and
an amendment and restatement of the Company's 2018 Employee Stock Purchase Plan
(the "Amended and Restated ESPP"). A summary of the material terms of the
Amended and Restated 2020 Plan and the Amended and Restated ESPP is set forth in
the Company's definitive proxy statement for the Annual Meeting, which was filed
with the Securities and Exchange Commission on April 7, 2022, and is
incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the Company held its Annual Meeting. As of the close of
business on March 21, 2022, the record date for the Annual Meeting, there were
95,509,161 shares of common stock entitled to vote, of which there were
86,613,599 shares present at the Annual Meeting in person or by proxy. At the
Annual Meeting, stockholders voted on five matters: (i) the election of three
Class II Directors for a term of three years expiring at the 2025 Annual Meeting
of Stockholders, (ii) an advisory vote on the compensation paid to the Company's
named executive officers, (iii) the approval of the Amended and Restated 2020
Plan, (iv) the approval of the Amended and Restated ESPP, and (v) the
ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022. The voting results were as follows:
• Election of three Class II Directors for a term of three years expiring at the
2025 Annual Meeting of Stockholders.
Richard F. Pops For 73,995,769 Withheld 8,647,379
Shalini Sharp For 74,246,202 Withheld 8,396,946
Stephen A. Sherwin, M.D. For 72,967,729 Withheld 9,675,419
There were 3,970,451 broker non-votes for this proposal.
The three nominees for Class II Director were elected. The Class III Directors,
Kevin C. Gorman, Ph.D., Gary A. Lyons and Johanna Mercier will continue in
office until the 2023 Annual Meeting of Stockholders, or until their earlier
death, resignation or removal. The Class I Directors, William H. Rastetter,
Ph.D., George J. Morrow, and Leslie V. Norwalk, will continue in office until
the 2024 Annual Meeting of Stockholders or until their earlier death,
resignation or removal.
• An advisory vote on the compensation paid to the Company's named executive
officers.
Shares Voted: For 76,665,649 Against 5,934,421 Abstain 43,078
Percent of Voted: For 92.76 % Against 7.18 %
There were 3,970,451 broker non-votes for this proposal.
The compensation of the Company's named executive officers, as disclosed in the
Proxy Statement, was approved on an advisory basis.
•Approval of the Amended and Restated 2020
Plan.
Shares Voted: For 73,561,775 Against 9,039,929 Abstain 41,444
Percent of Voted: For 89.01 % Against 10.93 %
There were 3,970,451 broker non-votes for this proposal.
The Amended and Restated 2020 Plan was approved.
•Approval of the Amended and Restated
ESPP.
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Shares Voted: For 82,286,072 Against 340,180 Abstain 16,896
Percent of Voted: For 99.56 % Against 0.41 %
There were 3,970,451 broker non-votes for this proposal.
The Amended and Restated ESPP was approved.
•Ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022.
Shares Voted: For 80,795,496 Against 5,789,164 Abstain 28,939
Percent of Voted: For 93.28 % Against 6.68 %
The appointment of Ernst & Young LLP was ratified.
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NEUROCRINE BIOSCIENCES, INC. 
