Exelixis Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$EXEL
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 30, 2024
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| (Exact name of registrant as specified in its charter) | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(650 ) 837-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 30, 2024, at the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Exelixis, Inc. (Exelixis), Exelixis’ stockholders approved the amendment and restatement of the Exelixis, Inc. 2000 Employee Stock Purchase Plan (as so amended and restated, the Amended ESPP). The Amended ESPP became effective immediately upon approval at the Annual Meeting. The amendment and restatement was effected primarily to increase the number of shares of common stock authorized for issuance thereunder by 6,000,000 shares.
A more complete summary of the material terms of the Amended ESPP is set forth in Exelixis’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 18, 2024 (the Proxy Statement). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended ESPP, which is filed as Appendix A to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 30, 2024, Exelixis held its Annual Meeting via live webcast.
(b) The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:
1.Election of Directors: Exelixis stockholders elected the following 11 directors to serve until the next annual meeting of stockholders in 2025, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
Mary C. Beckerle, Ph.D. | 234,784,699 | 1,753,694 | 366,742 | 26,521,398 | |||||||||||||||||||
S. Gail Eckhardt, M.D. | 235,689,633 | 848,760 | 366,742 | 26,521,398 | |||||||||||||||||||
Maria C. Freire, Ph.D. | 231,507,964 | 5,015,509 | 381,662 | 26,521,398 | |||||||||||||||||||
Tomas J. Heyman | 226,254,385 | 10,301,127 | 349,623 | 26,521,398 | |||||||||||||||||||
David E. Johnson | 234,906,753 | 1,656,907 | 341,475 | 26,521,398 | |||||||||||||||||||
Michael M. Morrissey, Ph.D. | 232,183,514 | 4,421,711 | 299,910 | 26,521,398 | |||||||||||||||||||
Robert L. Oliver, Jr. | 234,840,151 | 1,713,594 | 351,390 | 26,521,398 | |||||||||||||||||||
Stelios Papadopoulos, Ph.D. | 226,254,217 | 10,371,670 | 279,248 | 26,521,398 | |||||||||||||||||||
George Poste, DVM, Ph.D., FRS | 230,920,978 | 5,618,155 | 366,002 | 26,521,398 | |||||||||||||||||||
Julie Anne Smith | 231,186,051 | 5,352,251 | 366,833 | 26,521,398 | |||||||||||||||||||
Jack L. Wyszomierski | 226,591,389 | 9,937,262 | 376,484 | 26,521,398 | |||||||||||||||||||
2.Ratification of Ernst & Young LLP as Exelixis’ independent registered public accounting firm: Exelixis stockholders ratified the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2025.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 254,624,587 | 6,793,128 | 2,008,818 | — | |||||||||||||||||
3.Approval of the Amended ESPP: Exelixis stockholders approved the Amended ESPP.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 234,517,811 | 2,218,127 | 169,197 | 26,521,398 | |||||||||||||||||
4.Approval, on an advisory basis, of the compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement (Say on Pay): Exelixis stockholders approved the Say on Pay proposal.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 226,652,255 | 9,785,746 | 467,134 | 26,521,398 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EXELIXIS, INC. | |||||||||||
| June 3, 2024 | /s/ JEFFREY J. HESSEKIEL | ||||||||||
| Date | Jeffrey J. Hessekiel | ||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||