Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As discussed below in Item 5.07, Neurocrine Biosciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment of the Company’s 2025 Equity Incentive Plan (the “Amended 2025 Plan”). A summary of the material terms of the Amended 2025 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 15, 2026, and is incorporated by reference herein.
NBIX Neurocrine Biosciences Inc - 8-K
Accession
0000914475-26-0000295.025.07
Item 5.02 - Departure/Election of Directors or Certain Officers
104 words
Item 5.07 - Submission of Matters to a Vote of Security Holders
402 words
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 27, 2026, the Company held its Annual Meeting. As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 100,581,991 shares of common stock entitled to vote, of which there were 90,118,625 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of the Board of Directors’ three nominees for Class III Directors named below for a term of three years expiring at the 2029 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) the approval of the Amended 2025 Plan, and (iv) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows: • Election of three Class III Directors for a term of three years expiring at the 2029 Annual Meeting of Stockholders. Votes For Votes Withheld Broker Non-votes Kevin C. Gorman, Ph.D. 76,228,063 8,538,217 5,352,345 Gary A. Lyons 75,278,705 9,487,575 5,352,345 Johanna Mercier 74,671,942 10,094,338 5,352,345 The three nominees for Class III Director were elected. The Class I Directors, William H. Rastetter, Ph.D., George J. Morrow, Leslie V. Norwalk, and Christine A. Poon, will continue in office until the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal. The Class II Directors, Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D., will continue in office until the 2028 Annual Meeting of Stockholders or until their earlier death, resignation or removal. • An advisory vote on the compensation paid to the Company’s named executive officers. Votes For Votes Against Abstentions Broker Non-votes 78,993,894 5,669,155 103,231 5,352,345 The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis. • Approval of the Amended 2025 Plan. Votes For Votes Against Abstentions Broker Non-votes 79,131,622 5,568,926 65,732 5,352,345 The Amended 2025 Plan was approved. • Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For Votes Against Abstentions Broker Non-votes 83,880,185 6,170,483 67,957 — The appointment of Ernst & Young LLP was ratified.