FORM
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8-K
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EXELIXIS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-30235
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04-3257395
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock $.001 Par Value per Share
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EXEL
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The Nasdaq Stock Market LLC
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1.
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The election of each of eleven directors to hold office until the next annual meeting of stockholders in 2021. The nominees for election to these positions were Charles Cohen, Ph.D., Carl B. Feldbaum, Esq., Maria C. Freire, Ph.D., Alan M. Garber, M.D., Ph.D., Vincent T. Marchesi, M.D., Ph.D., Michael M. Morrissey, Ph.D., Stelios Papadopoulos, Ph.D., George Poste, DVM, Ph.D., FRS, Julie Anne Smith, Lance Willsey, M.D. and Jack L. Wyszomierksi;
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2.
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The ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis' independent registered public accounting firm for the fiscal year ending January 1, 2021;
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3.
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The approval of the 2017 Plan to, among other things, increase the number of shares authorized for issuance by 21,000,000 shares; and
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4.
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The approval, on an advisory basis, of the compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement.
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1.
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The election of each of Charles Cohen, Ph.D., Carl B. Feldbaum, Esq., Maria C. Freire, Ph.D., Alan M. Garber, M.D., Ph.D., Vincent T. Marchesi, M.D., Ph.D., Michael M. Morrissey, Ph.D., Stelios Papadopoulos, Ph.D., George Poste, DVM, Ph.D., FRS, Julie Anne Smith, Lance Willsey, M.D. and Jack L. Wyszomierksi as directors of Exelixis until the next annual meeting of stockholders in 2021, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal, was approved as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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Charles Cohen, Ph.D.
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200,935,765
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15,986,323
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515,466
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42,605,432
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Carl B. Feldbaum, Esq.
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210,012,568
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6,792,156
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632,830
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42,605,432
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Maria C. Freire, Ph.D.
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214,133,234
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2,764,274
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540,046
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42,605,432
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Alan M. Garber, M.D., Ph.D.
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195,430,158
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21,446,555
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560,841
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42,605,432
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Vincent T. Marchesi, M.D., Ph.D.
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201,278,034
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15,602,949
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556,571
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42,605,432
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Michael M. Morrissey, Ph.D.
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214,582,844
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2,397,409
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457,301
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42,605,432
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Stelios Papadopoulos, Ph.D.
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195,744,824
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19,338,654
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2,354,076
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42,605,432
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George Poste, DVM, Ph.D., FRS
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212,327,201
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4,508,786
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601,567
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42,605,432
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Julie Anne Smith
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215,757,078
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1,050,705
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629,771
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42,605,432
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Lance Willsey, M.D.
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201,321,357
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15,569,811
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546,386
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42,605,432
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Jack L. Wyszomierksi
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208,099,076
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8,569,066
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769,412
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42,605,432
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2.
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The ratification of Ernst & Young LLP as Exelixis' independent registered public accounting firm for the fiscal year ending January 1, 2021, was approved as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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256,694,941
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2,680,278
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667,767
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0
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3.
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The approval of the 2017 Plan to, among other things, increase the number of shares authorized for issuance by 21,000,000 shares, was approved as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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200,703,043
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15,336,567
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1,397,944
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42,605,432
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4.
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The compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement, received advisory approval as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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211,852,587
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4,786,316
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798,651
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42,605,432
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EXELIXIS, INC.
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May 22, 2020
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/s/ JEFFREY J. HESSEKIEL
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Date
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Jeffrey J. Hessekiel
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Executive Vice President and General Counsel
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