Independent
Tenure on this board
2.4 yrs
Also a director at
Johnson & Johnson (JNJ)
11 nominees · 4 ballot items.
Election of 11 directors; Ratification of Ernst & Young LLP as independent registered public accounting firm; Amendment and restatement of the 2017 Equity Incentive Plan to increase authorized shares by 2,000,000 and remove fungible share multiplier for full-value awards granted on/after May 26, 2026; Advisory (non-binding) approval of named executive officer compensation (Say on Pay).
Election of eleven nominees to the Board to hold office until the next annual meeting.
Ratify selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for fiscal year ending January 1, 2027.
Amend and restate the 2017 Equity Incentive Plan to increase the share reserve by 2,000,000 shares and remove the multiplier for full-value awards granted on or after May 26, 2026.
This proposal seeks shareholder approval to amend and restate Exelixis’s 2017 Equity Incentive Plan to add 2,000,000 shares to the plan reserve and to eliminate the existing fungible share-counting multiplier for full-value awards granted on or after May 26, 2026. Management and the Compensation Committee argue the increase is necessary to maintain the company’s ability to attract and retain executives and employees amid significant pipeline and commercial milestones (including zanzalintinib development and cabozantinib franchise growth) and to sustain long-term incentives aligned with stockholder interests. Removing the multiplier simplifies accounting and reduces perceived dilution by counting full-value and appreciation awards on a one-for-one basis going forward, aligning with market practice and enhancing transparency. The Amended Plan also includes standard governance protections — a 12-month minimum vesting limit (with a 5% exception), a seven-year term cap on options, anti-repricing provisions, clawback and change-in-control provisions that require a qualifying transaction to trigger vesting and limits on non-employee director compensation — designed to mitigate stockholder dilution and governance risk. The Compensation Committee considered historical burn rates, the company’s profitable operating history, recent sizable special equity awards granted in 2025, and capital return activity when determining the requested share increase as reasonable for ongoing recruiting and retention needs. If approved, the Amended Plan would effectively increase the available equity pool to support ongoing and future incentive grants, while applying more straightforward fungible share accounting and maintaining other investor-friendly terms; if not approved, the existing plan would continue and the company may need to re-evaluate its equity strategy and retention plans.
Non-binding advisory approval of the compensation paid to the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation program as disclosed in the proxy. Management contends that the program aligns pay with performance through a mix of base salary, performance-based cash bonuses tied to corporate goals and equity awards — predominantly RSUs and PSUs that vest subject to relative TSR metrics and other performance measures — and includes governance safeguards like clawbacks, limits on repricing, and stock ownership guidelines. The Compensation Committee used market benchmarking, peer group data and stockholder outreach to set target compensation and equity award values and a 2025 Special Equity Award Program was implemented to support retention and long-term alignment. A “FOR” vote signals investor support for the company’s pay practices, while a “NO” vote would represent shareholder concern; the vote is advisory, but the Board intends to take the results into account when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.1% | 17,770,824 | $762M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 5.5% | 13,726,993 | $589M |
| 3 | FARALLON CAPITAL MANAGEMENT LLCActivist | 5.2% | 13,111,010 | $562M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 5.2% | 12,987,702 | $557M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 12,085,273 | $518M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 11,258,984 | $483M |
| 7 | STATE STREET CORP | 4.1% | 10,298,439 | $442M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 3.4% | 8,542,236 | $366M |
| 9 | BlackRock, Inc. | 3.3% | 8,200,116 | $352M |
| 10 | LSV ASSET MANAGEMENT | 3.1% | 7,745,715 | $332M |
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