EXELIXIS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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,

Exelixis’ mission is a simple one: to help cancer patients recover stronger and live longer. The company’s objective is

the development of a pipeline of innovative product candidates with the potential to be the first and/or best in their

respective therapeutic classes. To do that, Exelixis is drawing on three decades of experience in biopharmaceutical drug

discovery, development and commercialization including its transformation of cabozantinib into a global oncology

franchise.

As a result of the hard work and dedication of the Exelixis team, we’re pleased to report that 2024 was another highly

productive year for the company across its business. The cabozantinib franchise continued to outperform, growing

approximately 11% year over year in demand, new patient starts and revenue, with fiscal year 2024 U.S. net product

revenues (NPR) of $1.8 billion. Global NPR generated by Exelixis and its partners were $2.5 billion. The company also

significantly advanced the development of zanzalintinib and the pipeline alongside it, creating the potential for multiple

2025 zanzalintinib pivotal data readouts, pipeline data presentations and Investigational New Drug filings.

The year was also highly productive for the Exelixis Board of Directors as we welcomed new members and worked

collaboratively to fulfill our corporate governance mandates. Our newest independent directors, Mary C. Beckerle,

Ph.D., and S. Gail Eckhardt, M.D., have provided additional important scientific judgment and clinical development

expertise since joining the Board in January 2024. And throughout 2024 and into early 2025, the Board worked with

management to ensure Exelixis’ continued good stewardship of capital – including careful expense management and

the company’s share repurchase initiatives – while maintaining the level of R&D investment necessary to help ensure

the company’s success.

More than anything, the Board seeks to provide the right mix of effective governance, oversight and support so that

the Exelixis team can flourish. Based on the company’s progress throughout 2024 and its plans for 2025, we are

confident that Exelixis is well positioned to take advantage of its many opportunities and generate long-term value for

its stakeholders. We welcome your participation in the company’s 2025 Annual Meeting of Stockholders, which will be

held in a virtual format on Wednesday, May 28, 2025, beginning at 9:00 a.m. Pacific Time. You’ll be able to view the

meeting, submit questions and vote online at www.virtualshareholdermeeting.com/EXEL2025. See the following notice

of our Annual Meeting for details on the business that will be conducted, as well as specific information regarding when

and how to vote.

Thanks, as always, for your support and investment in Exelixis.

Very truly yours,

1851 Harbor Bay Parkway

Alameda, CA 94502

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ONMAY 28, 2025

To the Stockholders of Exelixis, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (Annual Meeting) of Exelixis, Inc., a Delaware

corporation (Exelixis), will be held on Wednesday, May 28, 2025, 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/EXEL2025

and using your 16-digit control number to enter the Annual Meeting. In addition, you mayview 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 2, 2026.

3. 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).

4. 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 January 3, 2025

(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 March 31, 2025. 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 2025 Annual Meeting of Stockholders to be held on May 28, 2025, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2025. 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. 1-3 identified above.

By Order of the Board of Directors

JEFFREY J. HESSEKIEL

Executive Vice President and General Counsel

Alameda, California

April 16, 2025

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 2025 ANNUAL MEETING OF STOCKHOLDERS

May 28, 2025

Proposals to be voted on at the 2025 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 2, 2026.

3.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.

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

Important notice regarding the availability of proxy materials for the 2025 Annual Meeting of Stockholders to be held on May 28, 2025, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2025. 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 16, 2025 to all stockholders of record entitled to vote at the Annual Meeting.