On May 23, 2012, at the 2012 Annual Meeting of Stockholders (the "Annual Meeting") of Exelixis, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 200,000,000 to 400,000,000. The increase in the number of authorized shares of the Company's common stock was effected pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") filed with the Secretary of State of the State of Delaware, which was filed and effective on May 23, 2012. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto.

The Company held its Annual Meeting on May 23, 2012, at the Company's offices located at 210 East Grand Avenue, South San Francisco, CA 94080. At the Annual Meeting, Company stockholders were asked to vote upon:

1. The election of three Class I directors for a three-year term until the 2015 annual meeting of stockholders. The nominees for election to these positions were Charles Cohen, Ph.D., George Poste, D.V.M., Ph.D., FRS, and Jack L. Wyszomierski;

2. 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 December 28, 2012;

3. The approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 200,000,000 to 400,000,000; and

4. The approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting.

The voting results of the matters presented at the Annual Meeting are as follows:

1. The election of each of Drs. Cohen and Poste, and Mr. Wyszomierski, as directors of the Company until the 2015 annual meeting of stockholders, and until his successor is elected and qualified, or until his earlier death, resignation or removal, was approved as follows:

                                        FOR             AGAINST         ABSTAIN        BROKEN NON-VOTES
Charles Cohen, Ph.D.                  88,435,372        3,742,044        154,034              33,366,456
George Poste, D.V.M., Ph.D., FRS      88,810,877        3,371,959        148,614              33,366,456
Jack L. Wyszomierski                  88,732,741        3,436,313        162,396              33,366,456

The Company's Class II directors, Carl B. Feldbaum, Esq., Alan M. Garber, M.D., Ph.D. and Vincent T. Marchesi, M.D., Ph.D., will each continue to serve on the Board of Directors until the 2013 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The Company's Class III directors, Frank McCormick, Ph.D., FRS, Michael M. Morrissey, Ph.D., Stelios Papadopoulos, Ph.D., George A. Scangos, Ph.D. and Lance Willsey, M.D., will each continue to serve on the Board of Directors until the 2014 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.

2. The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2012 was approved as follows:

4. The compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting, received advisory approval as follows: