EXELIXIS, INC. — Board/Management Information 2012

Dec 7, 2012

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): December 4, 2012

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.)

210 East Grand Ave.

South San Francisco, California 94080

(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))

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

(e) On December 4, 2012, the Board of Directors (the “Board”) of Exelixis, Inc. (the “Company” or “Exelixis”), upon recommendation of the Compensation Committee of the Board, approved a special company-wide one-time cash bonus for the Company’s employees, including the Company’s named executive officers, in recognition of their efforts in connection with the approval of COMETRIQ™ (cabozantinib) by the U.S. Food and Drug Administration for the treatment of progressive, metastatic medullary thyroid cancer in the United States. COMETRIQ is the first Exelixis compound to have been discovered and developed through marketing approval. The special one-time cash bonus payments will be made to the Company’s employees, including the named executive officers, in December 2012.

The special one-time cash bonus payments to each of the Company’s named executive officers are listed in Exhibit 10.1 attached hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Special One-Time Cash Bonus Information for the Company’s Named Executive Officers

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.

Date: December 7, 2012
/s/ James B. Bucher
Vice President, Corporate Legal Affairs and Secretary

Exhibit Index

Exhibit Number	Description
10.1	Special One-Time Cash Bonus Information for the Company’s Named Executive Officers