EXELIXIS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMIS SION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

EXELIXIS, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1851 Harbor Bay Parkway

Alameda, CA 94502

DEAR FELLOW STOCKHOLDERS,

Our objective is to create value for our shareholders. We can accomplish this by having a singular focus: to improve the

standards of care for cancer patients through the discovery, development and introduction of new products with first-

in-class or clinical best-in-class potential. The company recognizes that clinical differentiation drives commercial

success, and with it, the creation of value for all of Exelixis’ stakeholders. In that context, 2023 was another important

year of progress for Exelixis on the R&D and commercial fronts as the company advanced its pipeline and grew its

business. The continued strong commercial performance of cabozantinib, the company’s global oncology franchise, led

to total revenues of $1.8 billion (+14% year over year) and Exelixis’ seventh full year of operating profit. In addition to

laying the groundwork for two potential cabozantinib label expansions, the company also progressed its deep and

differentiated portfolio of biotherapeutics and small molecules by starting new pivotal trials, announcing encouraging

results from several clinical studies and adding an exciting clinical stage program to its pipeline.

Your Board of Directors is committed to improving outcomes for patients, as well as responsible stewardship and

responsiveness to shareholder feedback and concerns. In 2023 and early 2024, the Board worked with Exelixis’

leadership team to fulfill these commitments by:

•Appointing additional skilled, experienced directors. The Board has welcomed five new independent

directors since May 2023. That month, Tomas J. Heyman, David E. Johnson and Robert L. Oliver were

elected as independent directors at the 2023 Annual Meeting of Stockholders, filling vacancies following

the departures of Carl B. Feldbaum, Esq., Vincent T. Marchesi, M.D., Ph.D. and Lance Willsey, M.D. In

January 2024, the Board also welcomed Mary C. Beckerle, Ph.D., and S. Gail Eckhardt, M.D., as

independent directors. Collectively, these five new directors bring extensive drug development, corporate

governance, biopharmaceutical leadership and financial expertise to the Board, and to Exelixis.

•Returning value to stockholders, including through Share Repurchase Programs (SRPs) targeting $1

billion to be returned by the end of 2024. The company’s 2023 SRP, announced in March 2023 and

successfully completed by year end, returned $550 million to Exelixis stockholders through the repurchase

of 26.2 million shares of the company’s common stock. The Board has similarly authorized a $450 million

SRP for fiscal year 2024.

•Implementing a corporate restructuring to best support Exelixis’ priorities for 2024 and beyond. The

January 2024 corporate restructuring was undertaken to focus R&D resources on clinical stage and IND-

enabling activities, and in turn maximize pipeline success and operational efficiency. The move is in

keeping with the strategic priorities Exelixis outlined at its December 2023 R&D Day: Science & Strategy

event, where company leadership highlighted the benefits of the Exelixis’ integrated approach to

research, development and commercialization and outlined plans to build oncology franchises across four

disease areas.

•Further enhancing the company’s corporate governance elements. In 2023 Exelixis published its second

Corporate Values & Sustainability Report, which provided updates on business practices and activities

relating to our four core environmental, social and governance themes. Continuing its focus on

performance and accountability, the Board also updated the company’s clawback policy to respond to SEC

requirements for executive officers, while also maintaining our discretionary policy for all employees. In

addition, we updated Exelixis’ Stock Ownership Guidelines to, among other things, increase the target

value for the Chief Executive Officer to six times his annual base salary (from five).

The Board’s stewardship, including the activities described above, is designed to create an environment where the

Exelixis team can do its best work and further the company’s mission to help cancer patients recover stronger and live

longer. As it moves through 2024, Exelixis has a healthy balance sheet and strong commercial franchise, and is only just

beginning to unlock the potential of its diverse, rapidly maturing pipeline. Simply put, there is much to look forward to.

Change is a constant in the biopharmaceutical industry, and so we want to acknowledge the departure of two of

directors and thank them for their dedication and service. In January 2024, Alan M. Garber, Ph.D., M.D., notified the

company that he would not be standing for reelection due to his expanded responsibilities at Harvard University. In

March 2024, Jacqueline Wright also notified Exelixis that she would not be standing for reelection. As a result, effective

at this year’s Annual Meeting of Stockholders, the Board’s size will be reduced from thirteen to eleven. We’re grateful

to Alan and Jacky for their many contributions, and we wish them the very best.

The aforementioned 2024 Annual Meeting of Stockholders will be held in a virtual format on Thursday, May 30, 2024,

beginning at 9:00 a.m. Pacific Time. You will be able to view the meeting, submit questions and vote online at

www.virtualshareholdermeeting.com/EXEL2024. Please also see the following notice of our Annual Meeting for details

on the business to be conducted, as well as specific information regarding when and how to vote.

As always, thank you for your support of, and investment in, Exelixis.

Very truly yours,

1851 Harbor Bay Parkway

Alameda, CA 94502

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ONMAY 30, 2024

To the Stockholders of Exelixis, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (Annual Meeting) of Exelixis, Inc., a Delaware

corporation (Exelixis), will be held on Thursday, May 30, 2024, at 9:00 a.m., Pacific Time. The Annual Meeting will be

held virtually and conducted via live webcast. You will be able to attend the virtual Annual Meeting, submit your

questions and vote your shares online during the meeting by visitingwww.virtualshareholdermeeting.com/EXEL2024

and using your 16-digit control number to enter the Annual Meeting. In addition, you may view a list of stockholders

entitled to vote at the Annual Meeting, submit your questions and vote your shares online in advance of the Annual

Meeting by visitingwww.proxyvote.com and using your 16-digit control number. The Annual Meeting will be held for

the following purposes.

The Annual Meeting will be held for the following purposes:

1. To elect the eleven nominees for director to hold office until the next annual meeting of stockholders and until his

or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’

independent registered public accounting firm for the fiscal year ending January 3, 2025.

3. To approve an amendment and restatement of the Exelixis, Inc. 2000 Employee Stock Purchase Plan to, among

other things, increase the number of shares authorized for issuance by 6,000,000 shares.

4. To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the

Proxy Statement accompanying this Notice of Annual Meeting (Say on Pay).

5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

You will only be able to register your attendance and gain access to the virtual Annual Meeting by using your 16-digit

control number provided on your Notice of Internet Availability of Proxy Materials (Notice of Availability), your proxy

card or your voting instruction form. It is, therefore, important to retain your Notice of Availability or a copy of your

proxy card or voting instruction form. If you are a beneficial owner of shares held in “street name” who did not receive

a 16-digit control number via email or on your Notice of Availability or voting instruction form and you wish to attend

the Annual Meeting, please follow the specific instructions from your broker, bank or other stockholder of record,

including any requirement to obtain a valid legal proxy.

The list of stockholders of record entitled to vote at the virtual Annual Meeting will be available for inspection by

contacting our Corporate Secretary 10 days prior to the Annual Meeting during ordinary business hours at our principal

executive offices located at 1851 Harbor Bay Parkway, Alameda, California 94502.

Instead sending a paper copy of our Proxy Statement and our Annual Report for the fiscal year ended December 29,

2023 (Annual Report) to all of our stockholders, we are mailing a Notice of Availability. The Notice of Availability

contains instructions on how to access those documents over the Internet. The Notice of Availability also contains

instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our Annual Report

and a form of proxy card or voting instruction form. Any stockholders who do not receive a Notice of Availability will

receive a paper copy of the proxy materials by mail. We believe that this approach permits us to provide our

stockholders with the pertinent information in a more timely manner, while reducing the environmental impact and

lowering the costs of printing and distributing our proxy materials.

The record date for the Annual Meeting is April 1, 2024. Only stockholders of record at the close of business on that

date may vote at the meeting or any postponement or adjournment thereof.

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on May 30, 2024, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2024. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.The Proxy Statement and Annual Report to stockholders are available at www.exel-annualstockholdermeeting.com.The Board of Directors recommends that you vote “FOR” Proposal Nos. 1-4 identified above.

By Order of the Board of Directors

JEFFREY J. HESSEKIEL

Executive Vice President, General Counsel and Secretary

Alameda, California

April 18, 2024

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, TO ENSURE THAT YOU ARE REPRESENTED

AT THE MEETING AND TO ENSURE THAT A QUORUM IS PRESENT, WE URGE YOU TO VOTE YOUR PROXY ONLINE, BY

TELEPHONE OR BY RETURNING A PROXY CARD BY MAIL AS INSTRUCTED IN THE PROXY MATERIALS. EVEN IF YOU HAVE

VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE VIRTUAL ANNUAL MEETING. PLEASE NOTE, HOWEVER,

THAT IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER NOMINEE, THEN THAT ENTITY IS THE

STOCKHOLDER OF RECORD, AND YOU WILL NEED TO FOLLOW THE INSTRUCTIONS ON THE VOTING INSTRUCTION

FORM THEY SEND TO YOU, AND THEY WILL VOTE YOUR SHARES AS YOU DIRECT.

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

May 30, 2024

Proposals to be voted on at the 2024 Annual Meeting of Stockholders

1.To elect the eleven nominees for director named in the Proxy Statement accompanying this Notice of Annual Meeting to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her death, resignation or removal.

2.To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2025.

3.To amend and restate the Exelixis, Inc. 2000 Employee Stock Purchase Plan to, among other things, increase the number of shares authorized for issuance by 6,000,000 shares.

4.To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting.

5.To conduct any other business properly brought before the meeting.

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on May 30, 2024, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2024. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.The Proxy Statement and Annual Report to stockholders are available at www.exel-annualstockholdermeeting.com.

We intend to mail the Notice of Internet Availability of Proxy Materials relating to the Annual Meeting on or about

April 18, 2024 to all stockholders of record entitled to vote at the Annual Meeting.