Item 5. Other Information
Item 5. Other Information
(a) On July 27, 2023, the Board of Directors of the Company amended the Company’s bylaws, effective as of such date (as so amended, the “Bylaws”). The amendments reflected in the Bylaws:
• implement, update and enhance the procedure and information requirements for the nominations of person for election to the Company’s Board of Directors and the proposal of business to be considered by stockholders, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934;
• implement certain revisions to reflect recent amendments to the Delaware General Corporation Law (the “DGCL”), including to clarify certain procedures relating to stockholder meetings;
• adopt exclusive forum provisions designating (i) the Court of Chancery of the State of Delaware as the exclusive forum for derivative actions, actions asserting claims of breach of a fiduciary duty by directors, officers or employees, claims based on the DGCL or the Company’s certificate of incorporation or bylaws, and claims governed by the internal affairs doctrine and (ii) the federal district courts of the United States as the exclusive forum for all claims arising under the Securities Act of 1933; and
• incorporate certain other administrative, modernizing, clarifying and conforming changes.
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 Quarterly Report on Form 10-Q and incorporated herein by reference.
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(c) During the three months ended June 30, 2023, the following officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense of Rule 10b5–1(c) under the Securities Exchange Act of 1934:
Steven Stein , our Executive Vice President and Chief Medical Officer , adopted a trading plan on June 5, 2023 providing for the sale of up to an aggregate of 29,154 shares of our common stock until June 5, 2024.
During the three months ended June 30, 2023, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), other than as set forth above.
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Item 6. Exhibits
Exhibit
Number Description of Document
3.1* Bylaws of the Company, as amended as of July 27, 2023.
10.1#* Offer of Employment Letter, dated April 21, 2023, from the Company to Pablo J. Cagnoni, M.D.
10.2# Form of Employment Agreement between the Company and Pablo J. Cagnoni, M.D. (effective June 7, 2023) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.3* Amendment No. 1, dated as of May 10, 2023, to Revolving Credit and Guaranty Agreement dated as of August 18, 2021 among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
31.1* Rule 13a-14(a) Certification of Chief Executive Officer .
31.2* Rule 13a-14(a) Certification of Chief Financial Officer .
32.1** Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) .
32.2** Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) .
101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Presentation Linkbase Document.
101.DEF* XBRL Taxonomy Definition Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
_____________________________
* Filed herewith.
** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
# Indicates management contract or compensatory plan or arrangement.
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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 thereunto duly authorized.
INCYTE CORPORATION
Dated: August 1, 2023
By: /s/ HERVÉ HOPPENOT
Hervé Hoppenot
Chairman, President, and Chief Executive Officer
(Principal Executive Officer)
Dated: August 1, 2023
By: /s/ CHRISTIANA STAMOULIS
Christiana Stamoulis
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.