Ligand Pharmaceuticals Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$LGND
Biotechnology: Pharmaceutical Preparations
Health Care
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): June 14, 2024
(Exact Name of Registrant as Specified in Its Charter)
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(858 ) 550-7500
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N/A
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2024 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on June 14, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2002 Stock Incentive Plan (the “2002 Plan”). The amended and restated 2002 Plan is referred to herein as the “Restated Plan.” The Restated Plan authorizes the issuance of an aggregate of 9,713,754 shares of the Company’s common stock (the “Share Reserve”), 8,413,754 of which were previously reserved for issuance under the 2002 Plan. Pursuant to the terms of the Restated Plan, the Share Reserve shall be reduced by (a) one share of the Company’s common stock for each share subject to any stock option or stock appreciation right outstanding under the Restated Plan, and (b) 1.5 shares of the Company’s common stock for each share subject to any outstanding award that is a Full Value Award (as defined in the Restated Plan) under the Restated Plan. Notwithstanding the foregoing, the number of shares of the Company’s common stock that may be issued or transferred pursuant to incentive stock option awards under the Restated Plan may not exceed an aggregate of 9,713,754 shares. The Restated Plan became effective on the date of the Annual Meeting. In addition, the Company will not grant any additional awards under the 2022 Employment Inducement Plan after June 14, 2024, the Annual Meeting date.
•Administration. The Restated Plan is administered by the Human Capital Management and Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Committee has complete discretion, subject to the provisions of the Restated Plan, to authorize awards under the Restated Plan to all eligible persons other than non-employee members of the Board. However, the Board may also appoint a secondary committee of one or more members of the Board to have separate but concurrent authority to make awards under those programs to all eligible individuals other than the Company’s executive officers and non-employee members of the Board. The full Board will administer the Restated Plan with respect to awards to the non-employee members of the Board.
•Awards. The Restated Plan authorizes the Committee (or any secondary committee) to grant stock options, stock awards, stock appreciation rights, restricted stock units and dividends equivalents. The Restated Plan also authorizes the Committee to grant performance awards payable in the form of the Company’s common stock. The Restated Plan authorizes the grant of awards to employees, consultants and independent contractors of the Company and to the Company’s non-employee directors. In addition, the following annual limitations apply: (i) no one person participating in the Restated Plan may receive awards for more than 1,000,000 shares of the Company’s common stock in the aggregate per calendar year; and (ii) the sum of any cash compensation, or other compensation, and the grant date fair value of awards granted to a non-employee director as compensation for services as a non-employee director during any calendar year generally may not exceed $550,000, which limit will be increased to $850,000 in the calendar year of his or her initial service as a non-employee director.
•Other Provisions. The Restated Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The Restated Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder approval or the consent of the participant. Unless sooner terminated by the Board, the Restated Plan will terminate on April 17, 2034.
A summary of the material terms of the Restated Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”). The summary of the Restated Plan in the Proxy Statement and the description of the Restated Plan contained herein are qualified in their entirety by reference to the full text of the Restated Plan, which was filed as Appendix A to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for the actions taken by the stockholders at the Annual Meeting.
Proposal 1. The election of eight members of the Board for terms expiring at the 2025 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director of the Company.
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Jason M. Aryeh | 12,265,786 | 3,259,850 | 1,154,516 | ||||||||
Todd C. Davis | 15,244,447 | 281,189 | 1,154,516 | ||||||||
Nancy R. Gray, Ph.D. | 14,876,443 | 649,193 | 1,154,516 | ||||||||
Jason Haas | 15,284,373 | 241,263 | 1,154,516 | ||||||||
John W. Kozarich, Ph.D. | 14,024,170 | 1,501,466 | 1,154,516 | ||||||||
John L. LaMattina, Ph.D. | 14,981,023 | 544,613 | 1,154,516 | ||||||||
Stephen L. Sabba, M.D. | 14,839,776 | 685,860 | 1,154,516 | ||||||||
Martine Zimmermann, Pharm.D. | 15,067,611 | 458,025 | 1,154,516 | ||||||||
Proposal 2. The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
15,908,245 | 754,285 | 17,622 | - | ||||||||
Proposal 3. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. In accordance with the results below, the proposal was approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
14,264,205 | 1,253,085 | 8,346 | 1,154,516 | ||||||||
Proposal 4. The approval of the Restated Plan. In accordance with the results below, the proposal was approved.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
9,926,628 | 5,577,590 | 21,418 | 1,154,516 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIGAND PHARMACEUTICALS INCORPORATED | |||||
| Date: July 17, 2024 | By: /s/ Andrew Reardon Name: Andrew Reardon Title: Chief Legal Officer and Secretary | ||||