EXELIXIS, INC. (NASDAQ:EXEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 24, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of Exelixis, Inc. (Exelixis), Exelixis stockholders
approved the Exelixis, Inc. 2017 Equity Incentive Plan (the 2017
Plan). The 2017 Plan was previously approved, subject to
stockholder approval, by Exelixis Board of Directors on February
23, 2017, and amended by the Compensation Committee on March 22,
2017. The 2017 Plan became effective immediately upon stockholder
approval at the Annual Meeting.

The terms of the 2017 Plan provide for the grant of incentive stock
options, nonstatutory stock options, stock appreciation rights,
restricted stock awards, restricted stock unit awards, other stock
awards, and performance awards that may be settled in cash, stock,
or other property. The 2017 Plan is the successor to the Exelixis,
Inc. 2014 Equity Incentive Plan (the “2014 Plan”) and no further
awards may be granted under the 2014 Plan. Subject to adjustment
for certain changes in Exelixis capitalization, the aggregate
number of shares of Exelixis common stock that may be issued under
the 2017 Plan will not exceed the sum of (1) 24,000,000 shares, (2)
453,064 shares, which is the number of unallocated shares remaining
available for grant under the 2014 Plan as of May 24, 2017, and (3)
shares subject to outstanding stock awards granted under the 2014
Plan, the Exelixis, Inc. 2016 Inducement Award Plan, the Exelixis,
Inc. 2000 Equity Incentive Plan, the Exelixis, Inc. 2000
Non-Employee Directors Stock Option Plan or the Exelixis, Inc. 2011
Equity Incentive Plan (together, the “Prior Plans”) that, from
and after May 24, 2017 (i) expire or terminate for any reason prior
to exercise or settlement, (ii) are forfeited, cancelled or
otherwise returned to Exelixis because of the failure to meet a
contingency or condition required for the vesting of such shares,
or (iii) other than with respect to outstanding stock options and
stock appreciation rights granted under the Prior Plans with
respect to which the exercise or strike price is at least 50% of
the fair market value of the underlying common stock on the date of
grant are reacquired or withheld (or not issued) by Exelixis to
satisfy a tax withholding obligation in connection with a stock
award.

The number of shares of Exelixis common stock available for
issuance under the 2017 Plan will be reduced by (i) one share for
each share of common stock issued to a stock option or stock
appreciation right with an exercise or strike price of at least 50%
of the fair market value of the underlying common stock on the date
of grant, and (ii) 1.5 shares for each share of common stock issued
to a full value award (i.e., any stock award that is not a stock
option or stock appreciation right with an exercise or strike price
of at least 50% of the fair market value of the underlying common
stock on the date of grant).

A more complete summary of the terms of the 2017 Plan is set forth
in Exelixis definitive proxy statement for the Annual Meeting filed
with the Securities and Exchange Commission on April 13, 2017 (the
Proxy Statement). That summary and the foregoing description are
qualified in their entirety by reference to the text of the 2017
Plan, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Exelixis held its Annual Meeting of Stockholders (the “Annual
Meeting”) on May 24, 2017, at its offices located at 210 East
Grand Avenue, South San Francisco, CA 94080.

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

Exelixis Class I directors, Charles Cohen, Ph.D., George Poste,
D.V.M., Ph.D., FRS, and Jack L. Wyszomierski will each continue
to serve on the Board of Directors until the 2018 annual meeting
of stockholders and until his successor is elected and qualified,
or until his earlier death, resignation or removal. Exelixis
Class II directors, Carl B. Feldbaum, Esq., Alan M. Garber,

M.D., Ph.D., Vincent T. Marchesi, M.D., Ph.D. and Julie Anne
Smith, will each continue to serve on the Board of Directors
until the 2019 annual meeting of stockholders and until his or
her successor is elected and qualified, or until his or her
earlier death, resignation or removal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number> Exhibit Description

10.1 Exelixis, Inc. 2017 Equity Incentive Plan.

10.2 Forms of Agreements used in connection with the 2017 Equity
Incentive Plan.