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INCYTE CORP. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and INCYTE CORP.’s Form 8-K, filed June 11, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Ballot items
  • 584Asset managers
  • 9,780Fund votes
  • June 10, 2025Meeting date

Results at a glance

Meeting of June 10, 2025: 13 items on INCYTE CORP.’s Form 8-K, filed June 11, 2025: 9 elected · 4 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore INCYTE CORP. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by INCYTE CORP.

These tallies are INCYTE CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 11, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

INCYTE CORP. — official shareholder meeting results, meeting held June 10, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Julian C. Baker 143,851,39123,547,05732,667 --9,515,734 86%Elected—
Elect Director: Jean-Jacques Bienaimé 158,505,1428,793,895132,078 --9,515,734 95%Elected—
Elect Director: Otis W. Brawley 164,695,9032,695,74539,467 --9,515,734 98%Elected—
Elect Director: Paul J. Clancy 156,301,7559,098,71630,644 --9,515,734 94%Elected—
Elect Director: Jacqualyn A. Fouse 163,380,9113,884,830165,374 --9,515,734 98%Elected—
Elect Director: Edmund P. Harrigan 164,852,0192,548,39830,698 --9,515,734 98%Elected—
Elect Director: Katherine A. High 164,936,1392,433,81061,166 --9,515,734 99%Elected—
Elect Director: Hervé Hoppenot 156,969,4129,735,183726,239 --9,515,734 94%Elected—
Elect Director: Susanne Schaffert 163,459,4123,937,85833,845 --9,515,734 98%Elected—
2. Compensation of the Company's named executive officers 153,838,97213,020,842571,301 --9,515,734 92%Approved—
3. Amendments to the Company's Amended and Restated 2010 Stock Incentive Plan 119,037,65248,330,80662,657 --9,515,734 71%Approved—
4. Amendment to the Company's 1997 Employee Stock Purchase Plan 166,487,048873,72470,343 --9,515,734 99.4%Approved—
5. Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2025 fiscal year 166,830,87410,085,75330,222 ---- 94%Approved—

Source: INCYTE CORP., Form 8-K, filed with the SEC on June 11, 2025 — read the filing on EDGAR.

How asset managers voted at the INCYTE CORP. 2024-2025 meeting

Each item below shows how the 584 asset managers that disclosed a INCYTE CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Edmund P. Harrigan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 164,852,019AGAINST: 2,548,398
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Edmund P. Harrigan

INCYTE CORP.’s own tally for this item (“Elect Director: Edmund P. Harrigan”): 164,852,019 for, 2,548,398 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,247,817 for, 5,004 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,247,817AGAINST: 5,004ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Edmund P. Harrigan” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9270 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

2. Elect Director: Hervé Hoppenot

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 10 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 156,969,412AGAINST: 9,735,183
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Herve Hoppenot

INCYTE CORP.’s own tally for this item (“Elect Director: Hervé Hoppenot”): 156,969,412 for, 9,735,183 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,248,733 for, 4,089 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,248,733AGAINST: 4,089ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Herve Hoppenot” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9261 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,22355 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

3. Elect Director: Jacqualyn A. Fouse

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 163,380,911AGAINST: 3,884,830
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Jacqualyn A. Fouse

INCYTE CORP.’s own tally for this item (“Elect Director: Jacqualyn A. Fouse”): 163,380,911 for, 3,884,830 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,157,269 for, 95,553 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,157,269AGAINST: 95,553ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Jacqualyn A. Fouse” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,333,6062,321 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

4. Elect Director: Jean-Jacques Bienaimé

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 9 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 158,505,142AGAINST: 8,793,895
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Jean-Jacques Bienaime

INCYTE CORP.’s own tally for this item (“Elect Director: Jean-Jacques Bienaimé”): 158,505,142 for, 8,793,895 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 62,884,657 for, 368,165 against, 4,476 abstained, 84 not voted.

FOR
FOR: 62,884,657AGAINST: 368,165ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Jean-Jacques Bienaime” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,333,6052,322 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National177,5846,215 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional0163,339 00Against
John Hancock67,34576,573 00Mixed

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

5. Elect Director: Julian C. Baker

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%AGAINST
FOR: 143,851,391AGAINST: 23,547,057
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Julian C. Baker

INCYTE CORP.’s own tally for this item (“Elect Director: Julian C. Baker”): 143,851,391 for, 23,547,057 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 60,855,892 for, 2,396,929 against, 4,476 abstained, 84 not voted.

FOR
FOR: 60,855,892AGAINST: 2,396,929ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Julian C. Baker” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,333,6042,323 00For
Dodge & Cox11,570,7080 00For
BlackRock7,883,3751,920 00For
Fidelity5,126,936196,800 00For
State Street3,703,147131 00For
Invesco2,724,3420 00For
Charles Schwab1,682,199163 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI0478,645 00Against
Federated Hermes436,6890 00For
Bridge Builder Trust13,633364,666 00Against
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide236,3416,903 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

6. Elect Director: Katherine A. High

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 164,936,139AGAINST: 2,433,810
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Katherine A. High

INCYTE CORP.’s own tally for this item (“Elect Director: Katherine A. High”): 164,936,139 for, 2,433,810 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,252,821 for, 0 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,252,821AGAINST: 0ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Katherine A. High” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9270 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

7. Elect Director: Otis W. Brawley

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 164,695,903AGAINST: 2,695,745
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Otis W. Brawley

INCYTE CORP.’s own tally for this item (“Elect Director: Otis W. Brawley”): 164,695,903 for, 2,695,745 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,248,302 for, 1,174 against, 7,821 abstained, 84 not voted.

FOR
FOR: 63,248,302AGAINST: 1,174ABSTAIN: 7,821NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Otis W. Brawley” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9270 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

8. Elect Director: Paul J. Clancy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 156,301,755AGAINST: 9,098,716
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Paul J. Clancy

INCYTE CORP.’s own tally for this item (“Elect Director: Paul J. Clancy”): 156,301,755 for, 9,098,716 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,078,855 for, 173,967 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,078,855AGAINST: 173,967ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Paul J. Clancy” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,333,6052,322 00For
Dodge & Cox11,570,7080 00For
BlackRock7,884,2721,023 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI471,4237,222 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

9. Elect Director: Susanne Schaffert

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 163,459,412AGAINST: 3,937,858
Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: Election of Directors: Susanne Schaffert

INCYTE CORP.’s own tally for this item (“Elect Director: Susanne Schaffert”): 163,459,412 for, 3,937,858 against, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The following Directors were elected:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 142 asset managers below reported 63,248,789 for, 4,033 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,248,789AGAINST: 4,033ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Election of Directors: Susanne Schaffert” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9261 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For
John Hancock143,9180 00For

Showing the 25 largest of 142 asset managers. See all 142 in the interactive database.

10. 4. Amendment to the Company's 1997 Employee Stock Purchase Plan

Official resultOTHERReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.4% Approved · of votes cast

FOR 99.4%
FOR: 166,487,048AGAINST: 873,724
Details: description as filed, official tally, votes by 146 asset managers

Description as filed by funds: Approve an amendment of the Company's 1997 Employee Stock Purchase Plan.

INCYTE CORP.’s own tally for this item (“4. Amendment to the Company's 1997 Employee Stock Purchase Plan”): 166,487,048 for, 873,724 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendment to the Company's 1997 Employee Stock Purchase Plan was approved.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 146 asset managers below reported 63,557,244 for, 168,941 against, 0 abstained, 84 not voted.

FOR
FOR: 63,557,244AGAINST: 168,941ABSTAIN: 0NOT VOTED: 84
Largest asset managers voting on “Approve an amendment of the Company's 1997 Employee Stock Purchase Plan.” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9270 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,2780 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
SOUND SHORE FUND INC452,0100 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS0164,465 00Against
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For

Showing the 25 largest of 146 asset managers. See all 146 in the interactive database.

11. 3. Amendments to the Company's Amended and Restated 2010 Stock Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

71% Approved · of votes cast

FOR 71%AGAINST
FOR: 119,037,652AGAINST: 48,330,806
Details: description as filed, official tally, votes by 144 asset managers

Description as filed by funds: Approve amendments of the Company's Amended and Restated 2010 Stock Incentive Plan.

INCYTE CORP.’s own tally for this item (“3. Amendments to the Company's Amended and Restated 2010 Stock Incentive Plan”): 119,037,652 for, 48,330,806 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendments to the Company's Amended and Restated 2010 Stock Incentive Plan were approved.”
Support: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 144 asset managers below reported 56,092,065 for, 7,511,221 against, 4,476 abstained, 84 not voted.

FOR
FOR: 56,092,065AGAINST: 7,511,221ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “Approve amendments of the Company's Amended and Restated 2010 Stock Incentive Plan.” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,309,52026,407 00For
Dodge & Cox11,570,7080 00For
BlackRock7,880,9084,387 00For
Fidelity5,301,03622,700 00For
State Street3,700,1723,106 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital01,344,199 00Against
AQR0980,867 00Against
First Trust0696,555 00Against
GLENMEDE FUND INC0517,548 00Against
SEI478,6450 00For
SOUND SHORE FUND INC0452,010 00Against
Federated Hermes0436,689 00Against
Bridge Builder Trust351,03327,266 00Mixed
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide14,947228,297 00Mixed
T. Rowe Price0221,866 00Against
WisdomTree200,8540 00For
Jackson National177,5846,215 00For
AIG/SunAmerica0174,726 00Against
MFS0164,465 00Against
ARK ETF Trust163,7630 00For
Dimensional0163,339 00Against

Showing the 25 largest of 144 asset managers. See all 144 in the interactive database.

12. 2. Compensation of the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 12 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%
FOR: 153,838,972AGAINST: 13,020,842
Details: description as filed, official tally, votes by 583 asset managers

Description as filed by funds: Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers.

INCYTE CORP.’s own tally for this item (“2. Compensation of the Company's named executive officers”): 153,838,972 for, 13,020,842 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of the Company's named executive officers was approved, on a non-binding advisory basis.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of INCYTE CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on pay” (2 managers, 11 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 141 asset managers voting on “Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers.” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,335,9252 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,147131 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
SOUND SHORE FUND INC452,0100 00For
Federated Hermes436,6890 00For
Bridge Builder Trust351,03327,266 00Mixed
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide243,2440 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For

Fund voting reports, all 141 managers: 63,364,997 for, 331,418 against, 4,476 abstained, 84 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 475 asset managers voting on “Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers.” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BAKER BROS. ADVISORS LP31,336,1560 00For
Dodge & Cox13,799,0390 00For
State Street7,361,46456,475 00For
BlackRock6,627,7450 00For
GEODE CAPITAL MANAGEMENT, LLC4,234,0500 00For
AQR3,500,6190 00For
Invesco2,966,7890 00For
Renaissance2,446,5920 00For
LSV ASSET MANAGEMENT2,263,0330 00For
Charles Schwab1,798,2600 00For
Fidelity1,374,5120 00For
Northern Trust1,347,4018,865 00For
ARMISTICE CAPITAL, LLC1,328,0200 00For
Legal & General Investment Management Ltd01,075,084 00Against
Vanguard1,064,9030 00For
Robeco Institutional Asset Management B.V.1,023,4790 00For
PICTET ASSET MANAGEMENT SA1,021,4040 00For
VIRGINIA RETIREMENT SYSTEMS ET Al946,7250 00For
JUPITER ASSET MANAGEMENT LTD886,6940 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC0831,954 00Against
Man Group plc821,4180 00For
Victory Capital792,7720 00For
MELLON INVESTMENTS Corp752,4700 00For
SEI748,0850 00For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM0699,530 00Against

Institutional-manager reports, all 475 managers: 106,195,775 for, 7,397,593 against, 496,277 abstained, 9,157 not voted. Showing the 25 largest; see all in the interactive database.

13. 5. Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2025 fiscal…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 166,830,874AGAINST: 10,085,753
Details: description as filed, official tally, votes by 145 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

INCYTE CORP.’s own tally for this item (“5. Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2025 fiscal year”): 166,830,874 for, 10,085,753 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was ratified.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 145 asset managers below reported 63,641,956 for, 63,051 against, 4,476 abstained, 84 not voted.

FOR
FOR: 63,641,956AGAINST: 63,051ABSTAIN: 4,476NOT VOTED: 84
Largest asset managers voting on “RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR” at INCYTE CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard19,333,6052,322 00For
Dodge & Cox11,570,7080 00For
BlackRock7,885,2950 00For
Fidelity5,323,7360 00For
State Street3,703,147131 00For
Invesco2,724,3420 00For
Charles Schwab1,682,3620 00For
Victory Capital1,344,1990 00For
AQR980,8670 00For
First Trust696,5550 00For
GLENMEDE FUND INC517,5480 00For
SEI478,6450 00For
SOUND SHORE FUND INC452,0100 00For
Federated Hermes436,6890 00For
Bridge Builder Trust378,2990 00For
TIAA360,2590 00For
MASTER INVESTMENT PORTFOLIO271,6640 00For
Nationwide236,3416,903 00For
T. Rowe Price221,8660 00For
WisdomTree200,8540 00For
Jackson National183,7990 00For
AIG/SunAmerica174,7260 00For
MFS164,4650 00For
ARK ETF Trust163,7630 00For
Dimensional163,3390 00For

Showing the 25 largest of 145 asset managers. See all 145 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 12, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest INCYTE CORP. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top INCYTE CORP. shareholders by shares voted on “Approve, on a non-binding, advisory basis, the compensation of the Company's named executive…”, 2024-2025
#Asset manager Shares voted
1Vanguard 19,335,927
2Dodge & Cox 11,570,708
3BlackRock 7,885,295
4Fidelity 5,323,736
5State Street 3,703,278
6Invesco 2,724,342
7Charles Schwab 1,682,446
8Victory Capital 1,344,199
9AQR 980,867
10First Trust 696,555
Institutional-manager reports: top INCYTE CORP. shareholders by shares voted on “Approve, on a non-binding, advisory basis, the compensation of the Company's named executive…”, 2024-2025
#Asset manager Shares voted
1BAKER BROS. ADVISORS LP 31,336,156
2Dodge & Cox 13,799,039
3State Street 7,417,939
4BlackRock 6,627,745
5GEODE CAPITAL MANAGEMENT, LLC 4,234,050
6AQR 3,500,619
7Invesco 2,966,789
8Renaissance 2,446,592
9LSV ASSET MANAGEMENT 2,263,033
10Charles Schwab 1,801,768

Shown as share counts, not percentages: no shares-outstanding figure has been matched to INCYTE CORP. for the 2024-2025 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At INCYTE CORP.'s shareholder meeting held June 10, 2025, in the 2024-2025 proxy season, 584 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 9,780 separate fund positions. On the most widely held item on that ballot — Approve, on a non-binding, advisory basis, the compensation of the Company's named executive… — INCYTE CORP.'s filing reports the proposal as approved, with 92% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: INCYTE CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 11, 2025.

INCYTE CORP. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.