Ligand Pharmaceuticals Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 14:03

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2026 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the "Company") was held on June 5, 2026 (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."
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 21, 2026 (the "Proxy Statement"). The summary of the Restated Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Restated Plan, which was filed as Appendix B 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 of Directors of the Company for terms expiring at the 2027 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
14,373,659
3,160,100
1,257,231
Todd C. Davis
17,224,372
309,387
1,257,231
Nancy R. Gray, Ph.D.
16,915,084
618,675
1,257,231
Jason Haas
17,204,420
329,339
1,257,231
John W. Kozarich, Ph.D.
16,260,105
1,273,654
1,257,231
John L. LaMattina, Ph.D.
16,714,494
819,265
1,257,231
Stephen L. Sabba, M.D.
16,552,676
981,083
1,257,231
Martine Zimmermann, Pharm.D.
17,319,859
213,900
1,257,231
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, 2026. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
Votes For
Votes Against
Abstentions
Broker Non-Votes
18,526,515 257,924 6,551 -
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
16,497,712 1,021,948 14,099 1,257,231
Proposal 4. The approval of an amendment and restatement of the Company's 2002 Stock Incentive Plan. In accordance with the results below, the proposal was approved.
Votes For
Votes Against
Abstentions
Broker Non-Votes
16,643,281 870,556 19,922 1,257,231
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