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INCY > SEC Filings for INCY > Form 8-K on 18-Apr-2013All Recent SEC Filings

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Form 8-K for INCYTE CORP


Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;

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

On April 15, 2013, Roy A. Whitfield provided notice of his intention to retire from the board of directors of Incyte Corporation (the "Company") effective upon the submission to the board by the Nominating and Corporate Governance Committee of the board of a new director nomination. The Company does not anticipate any such submission to be made prior to the 2013 Annual Meeting of Stockholders, so Mr. Whitfield has been nominated and is standing for re-election at the Annual Meeting.

Forward-Looking Statements

The statement above with respect to the anticipated timing of submission of a new director nominee to the board is a forward-looking statement within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This forward-looking statement is subject to risks and uncertainties that may cause actual results to differ materially, including the timing of any actions by the Nominating and Corporate Governance Committee of the board of directors. The Company disclaims any intent or obligation to update this forward-looking statement except to the extent required by law or regulations.

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

Effective April 17, 2013, the board of directors of the Company amended Article II, Section 6 of the Company's bylaws (the "Bylaws"), to add a description of the position of Vice Chairman of the board.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, as amended, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Bylaws of the Company, as amended as of April 17, 2013.

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