Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2020, at the 2020 Annual Meeting of Stockholders (the Annual Meeting) of Exelixis, Inc. (Exelixis), Exelixis’ stockholders approved the amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan (as so amended and restated, the 2017 Plan). The 2017 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The amendment and restatement was effected primarily: (a) to increase the share reserve under the 2017 Plan by 21,000,000 shares, subject to adjustment for certain changes in the capitalization of Exelixis; and (b) to specify that (i) the provision providing for accelerated vesting of outstanding awards in the event of certain corporate transactions involving Exelixis in which the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such awards will also apply to a change in control of Exelixis and (ii) for purposes of any such acceleration provided by such provision, as well as the provisions providing for accelerated vesting of outstanding awards in the event of certain change in control acquisitions involving Exelixis that are not approved by the Board of Directors of Exelixis (the Board) or the Compensation Committee of the Board, and certain involuntary terminations of service that occur within one month before, as of, or within 13 months after a change in control of Exelixis, with respect to any such awards that are subject to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the target level of performance.