Item 1.01 Entry into a Material Definitive Agreement.

At the Annual Meeting of Stockholders of Incyte Corporation (the "Company"), held on May 19, 2009 (the "Annual Meeting"), the Company's stockholders approved an increase in the number of shares of common stock authorized for issuance under the Company's 1993 Directors' Stock Option Plan by 75,000 shares, increasing the aggregate number of shares of the common stock authorized for issuance under the 1993 Directors' Stock Option Plan from 1,500,000 shares to 1,575,000 shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

At the Annual Meeting, the stockholders of the Company approved an increase in the number of shares of common stock authorized for issuance under the Company's 1991 Stock Plan by 1,125,000 shares, increasing the aggregate number of shares of the common stock authorized for issuance under the 1991 Stock Plan from 29,350,000 shares to 30,475,000 shares.

In addition, at the Annual Meeting, the stockholders of the Company approved an increase in the number of shares of common stock authorized for issuance under the Company's 1997 Employee Stock Purchase Plan by 750,000 shares, increasing the aggregate number of shares of the common stock authorized for issuance under the 1997 Employee Stock Purchase Plan from 4,600,000 shares to 5,350,000 shares.

8.01 Other Events.

At the Annual Meeting, the stockholders of the Company re-elected Richard U. De Schutter, Barry M. Ariko, Julian C. Baker, Paul A. Brooke, Paul A. Friedman, M.D., John F. Niblack, Ph.D., and Roy A. Whitfield as directors of the Company, all of whom were nominated by the board of directors of the Company and named in the Company's proxy statement for the Annual Meeting. At the Annual Meeting, the stockholders of the Company also ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2009.

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