0000939767 false 0000939767 2023-05-07 2023-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K 

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2023

 

   
  EXELIXIS, INC.  
  (Exact name of registrant as specified in its charter)  

 

Delaware 000-30235 04-3257395
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

1851 Harbor Bay Parkway

Alameda, California 94502

(Address of principal executive offices) (Zip Code)

 

(650) 837-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class  

Trading

Symbol(s)

 

Name of each exchange on

which registered

Common Stock $.001 Par Value per Share   EXEL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

 

 

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

 

On May 7, 2023, the Board of Directors (the “Board”) of Exelixis, Inc. (the “Company”) announced that Dr. Lance Willsey was resigning from the Board effective immediately and that Dr. Willsey would not stand for re-election to the Company’s Board at the 2023 Annual Meeting of Stockholders. Dr. Willsey indicated that his decision to resign from the Board and to not stand for re-election was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 8.01 Other Events.

 

On May 7, 2023, the Company issued a press release addressing Dr. Willsey’s resignation. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Exhibit Description    
99.1  

Press Release issued by Exelixis, Inc., dated May 7, 2023

   
104   Cover Page Interactive Data File   The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      EXELIXIS, INC.  
         
         
May 8, 2023     /s/ Jeffrey J. Hessekiel  
Date     Jeffrey J. Hessekiel  
     

Executive Vice President, General Counsel

and Secretary