Incyte Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Incyte’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its executive pay program, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives and equity-based awards (performance shares, options and RSUs). The compensation program is presented as designed to attract and retain senior leadership during a pivotal period of pipeline advancement and commercial expansion, aligning incentives with long-term shareholder value through multi-year performance share vesting (TSR-relative metrics) and time-based awards. The Compensation Committee, composed entirely of independent directors, recommends a FOR vote and justifies it by pointing to market benchmarking, use of independent consultants, clawback policies, equity ownership guidelines, and the large proportion of at-risk compensation. The proxy discloses significant one-time sign-on and inducement awards for the CEO and other executives, robust severance/change-in-control protections, and mechanisms that may accelerate vesting in certain events — aspects that some investors may scrutinize. Given the extensive disclosure of target pay, performance metrics, governance controls, and rationale, management frames the advisory vote as an endorsement of the overall compensation framework and its implementation in 2025.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Incyte Corp 2026 annual meeting?

Incyte Corp (INCY) holds its 2026 annual shareholder meeting on Monday, June 8, 2026.

What is the record date for the Incyte Corp 2026 meeting?

The record date for the Incyte Corp 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Incyte Corp's 2026 meeting?

The board is presenting 9 director nominees at the Incyte Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Incyte Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Incyte Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.