DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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   Preliminary Proxy Statement

   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   Definitive Proxy Statement

   Definitive Additional Materials

   Soliciting Material Pursuant to §240.14a-12

 

 

 

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EXELIXIS, INC.

(Exact name of registrant as specified in its charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 20, 2020.

 

      

 

Meeting Information

   EXELIXIS, INC.        

 

Meeting Type:           Annual Meeting

      

 

For holders as of:     March 23, 2020

      

 

Date:    May 20, 2020      Time:     10:00 a.m. Pacific Time

      

 

Location:

  

 

Meeting live via the Internet-please visit

www.virtualshareholdermeeting.com/EXEL2020.

      

 

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/EXEL2020 and be sure to have

the information that is printed in the box marked by the arrow

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EXELIXIS, INC.

1851 HARBOR BAY PARKWAY

ALAMEDA, CA 94502

 

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

    

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

      

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

         
         


  Before You Vote  —

How to Access the Proxy Materials

 

     

 

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NOTICE AND PROXY STATEMENT             ANNUAL REPORT

   
   

 

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  How To Vote  

   
   

Please Choose One of the Following Voting Methods

 

 
     

 

Vote By Internet:

       

 

 

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Before The Meeting:

     
   

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

   
   

During The Meeting:

     
   

Go to www.virtualshareholdermeeting.com/EXEL2020. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

   
     

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   


 

          Voting Items            

 

  

 

The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.   

 

       1.  

To elect the eleven nominees for director named in the accompanying Proxy Statement to hold office until the next Annual Meeting of Stockholders.

 

    Nominees:
 

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1a.  

 

1b.  

 

1c.  

 

1d.  

 

1e.  

 

1f.   

 

1g.  

 

1h.  

 

1i.

 

1j.   

 

1k.  

 

 

 

Charles Cohen, Ph.D.

 

Carl B. Feldbaum, Esq.

 

Maria C. Freire, Ph.D.

 

Alan M. Garber, M.D., Ph.D.

 

Vincent T. Marchesi, M.D., Ph.D.

 

Michael M. Morrissey, Ph.D.

 

Stelios Papadopoulos, Ph.D.

 

George Poste, DVM, Ph.D., FRS

 

Julie Anne Smith

 

Lance Willsey, M.D.

 

Jack L. Wyszomierski

 

     

 

2.

To ratify 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 January 1, 2021.

 

 

3.

To amend and restate the Exelixis 2017 Equity Incentive Plan to, among other things, increase the number of shares authorized for issuance by 21,000,000 shares.

 

 

4.

To approve, on an advisory basis, the compensation of Exelixis named executive officers, as disclosed in the accompanying Proxy Statement.

 

 

NOTE:

 Such other business as may properly come before the meeting or any  adjournment thereof.

 
 


 

 

 

 

 

 

 

 

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