UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 15, 2017

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(302) 498-6700

(Registrant’s telephone number,
including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

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 o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 

Item 5.03                                           Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 15, 2017, the Board of Directors (the “Board”) of Incyte Corporation (the “Company”) amended the Company’s bylaws (as so amended, the “Bylaws”).  The amendments (a) provide for a majority vote standard for the election of directors in uncontested director elections whereby director nominees must receive a majority of the votes cast in order to be elected to the Board (previously, the Company’s Corporate Governance Guidelines (the “Guidelines”) contained a similar standard, and the portion of the standard in those Guidelines relating to resignations of nominees who do not receive such a majority vote remains in effect); and (b) effect certain minor corrections.

 

The foregoing description of the Bylaws 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 report and incorporated herein by reference.

 

Item  9.01                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.		Description
3.1		Bylaws of the Company, as amended as of November 15, 2017.

 

2

 

SIGNATURE

 

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.

 

Dated: November 17, 2017
	INCYTE CORPORATION
	By:	/s/ Eric H.. Siegel
		Eric H. Siegel
		Executive Vice President and
		General Counsel

 

3