Exelixis (EXEL) Proxy filing summary

Executive summary

• Achieved ninth consecutive year of operating profitability in 2025, with total revenues of $2.32 billion, up 7% year-over-year, driven by cabozantinib franchise growth.

• Advanced zanzalintinib as a second oncology franchise, with pivotal data presented, NDA filed, and FDA review expected in 2026.

• Returned over $954 million to stockholders via share repurchase programs in 2025 and announced an additional $750 million program through 2026.

• Maintained disciplined capital allocation and balance sheet strength, with active Board oversight of strategy and risk.

• Implemented a one-time equity award for all employees to reinforce shared ownership and retention during a period of strategic transition.

Voting matters and shareholder proposals

• Election of eleven directors to serve until the 2027 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 1, 2027.

• Amendment and restatement of the 2017 Equity Incentive Plan, increasing shares authorized by 2,000,000 and simplifying share counting.

• Advisory vote on executive compensation (Say on Pay).

Board of directors and corporate governance

• Board comprises 11 nominees, 10 of whom are independent; diverse expertise in science, finance, governance, and industry.

• Five standing committees: Audit, Compensation, Governance, Research & Development, and Risk, all composed of independent directors.

• Annual Board and committee performance assessments, CEO succession planning, and robust stockholder outreach.

• Corporate Governance Guidelines and Code of Conduct reviewed regularly; annual training for employees.

• Board leadership structure separates Chair and CEO roles.