Exelixis (EXEL) Proxy filing summary

Voting matters and shareholder proposals

• Clarifies the voting standard for Proposal No. 3 regarding the Amended 2017 Plan, requiring a majority of shares present or represented by proxy and entitled to vote for approval.

• Abstentions will count as votes against Proposal No. 3, while broker non-votes will have no effect on the outcome.

Board of directors and corporate governance

• The Board of Directors is soliciting proxies for the 2026 Annual Meeting scheduled for May 26, 2026.

Shareholder rights and capital structure

• Shareholders may change or revoke their prior votes by following instructions provided in the proxy materials.