Date of Report (Date of earliest event reported): June 9, 2023
LIGAND PHARMACEUTICALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-33093
77-0160744
(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
Identification No.)
3911 Sorrento Valley Boulevard, Suite 110
San Diego
CA
92121
(Address of principal executive offices)
(Zip Code)
(858) 550-7500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
LGND
The Nasdaq Global Market
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2023 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on June 9, 2023 (the “Annual Meeting”). Set forth below are the final voting results for the actions taken by the stockholders at the Annual Meeting.
Proposal 1. The election of seven members of the Board of Directors of the Company for terms expiring at the 2024 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director.
Votes For
Votes Withheld
Broker Non-Votes
Jason M. Aryeh
7,967,581
6,131,999
1,765,888
Todd C. Davis
13,729,132
370,448
1,765,888
Nancy R. Gray, Ph.D.
13,426,347
673,233
1,765,888
Jason Haas
13,450,640
648,940
1,765,888
John W. Kozarich, Ph.D.
9,920,043
4,179,537
1,765,888
John L. LaMattina, Ph.D.
13,372,521
727,059
1,765,888
Stephen L. Sabba, M.D.
13,313,876
785,704
1,765,888
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, 2023. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
Votes For
Votes Against
Abstentions
Broker Non-Votes
15,512,124
347,261
6,083
N/A
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 resolution was approved.
Votes For
Votes Against
Abstentions
Broker Non-Votes
12,379,762
1,698,528
21,290
1,765,888
Proposal 4. The approval of a non-binding advisory resolution regarding thefrequency of the advisory vote on the compensation of the Company’s named executive officers. Based on the results below, the Company has determined that it will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year.
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
13,490,718
29,347
567,460
12,055
1,765,888
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.
