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

(e) On May 25, 2022, at the 2022 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 28,500,000 shares, subject to adjustment for certain changes in the capitalization of Exelixis; and (b) to increase the multiplier used in the "fungible share counting" structure of the 2017 Plan (further described below) from 1.5 to 2.



The terms of the 2017 Plan provide for the grant of incentive stock options,
non-statutory 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. Subject to adjustment for
certain changes in the capitalization of Exelixis, the aggregate number of
shares of Exelixis' common stock that may be issued under the 2017 Plan will not
exceed 73,953,064 shares (plus the Prior Plans' Returning Shares, as such shares
become available from time to time). The "Prior Plans' Returning Shares" are
shares subject to outstanding stock awards granted under specified Exelixis
prior equity incentive plans, in each case 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 appreciation awards (as defined
below) granted under such prior equity incentive plans, are reacquired or
withheld (or not issued) by Exelixis to satisfy a tax withholding obligation in
connection with a stock award.

As part of the fungible share counting structure of the 2017 Plan, effective on
May 25, 2022, the number of shares of Exelixis' common stock available for
issuance under the 2017 Plan will be reduced by: (i) 1 share for each share of
common stock issued pursuant to a stock option or stock appreciation right with
an exercise or strike price of at least 100% of the fair market value of the
underlying common stock on the date of grant (an "appreciation award") granted
under the 2017 Plan; and (ii) 2 shares for each share of common stock issued
pursuant to a full value award (i.e., any stock award that is not an
appreciation award) granted under the 2017 Plan.

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 14, 2022 (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 Appendix A to the Proxy Statement.


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

(a) The Annual Meeting was held on May 25, 2022 via live webcast.

(b) The results of the matters submitted to a stockholder vote at the Annual Meeting were as follows:



1.Election of Directors: Exelixis stockholders elected the following 11
directors to serve until the next annual meeting of stockholders in 2023, and
until his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal:

                                                                                                                                BROKER
                                                FOR                      AGAINST                    ABSTAIN                    NON-VOTES
Carl B. Feldbaum, Esq.                       243,679,225                 6,908,837                    288,876                  29,412,598
Maria C. Freire, Ph.D.                       246,730,733                 3,900,513                    245,692                  29,412,598
Alan M. Garber, M.D., Ph.D.                  227,190,127                23,396,603                    290,208                  29,412,598
Vincent T. Marchesi, M.D., Ph.D.             235,368,545                15,234,650                    273,743                  29,412,598
Michael M. Morrissey, Ph.D.                  247,205,304                 3,402,417                    269,217                  29,412,598
Stelios Papadopoulos, Ph.D.                  227,228,455                21,124,945                  2,523,538                  29,412,598
George Poste, DVM, Ph.D., FRS                246,766,336                 3,839,884                    270,718                  29,412,598
Julie Anne Smith                             248,905,885                 1,692,784                    278,269                  29,412,598
Lance Willsey, M.D.                          236,109,321                14,473,623                    293,994                  29,412,598
Jacqueline Wright                            246,675,548                 3,911,936                    289,454                  29,412,598
Jack L. Wyszomierski                         231,827,138                18,755,844                    293,956                  29,412,598


2.  Ratification of Ernst & Young LLP as Exelixis' independent registered public
accounting firm: Exelixis stockholders ratified the selection of Ernst & Young
LLP as Exelixis' independent registered public accounting firm for the fiscal
year ending December 30, 2022.

                                                         BROKER
      FOR              AGAINST           ABSTAIN        NON-VOTES
 275,952,895        3,992,183          344,458              0


3.  Approval of the 2017 Plan: Exelixis stockholders approved the 2017 Plan.

                                                              BROKER
      FOR               AGAINST            ABSTAIN           NON-VOTES
 235,050,854         15,623,198          202,886           29,412,598


4.  Approval, on an advisory basis, of Exelixis' named executive officers, as
disclosed in the Proxy Statement (Say on Pay): Exelixis stockholders approved
the Say on Pay proposal.

                                                              BROKER
      FOR              AGAINST            ABSTAIN            NON-VOTES
 243,569,589        6,255,051          1,052,298           29,412,598

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