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$LGND·8-K

LIGAND PHARMACEUTICALS INC · Jun 9, 4:02 PM ET

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LIGAND PHARMACEUTICALS INC 8-K

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Ligand Pharmaceuticals Reports 2026 Annual Meeting; Stock Plan Amended

What Happened
Ligand Pharmaceuticals Incorporated (LGND) filed an 8-K on June 9, 2026 reporting results of its Annual Meeting held June 5, 2026. Stockholders approved an amendment and restatement of the company’s 2002 Stock Incentive Plan (the "Restated Plan"). All eight director nominees were elected, Ernst & Young LLP was ratified as the company’s independent auditor for 2026, and the company’s executive compensation received non-binding shareholder approval.

Key Details

  • Annual Meeting date: June 5, 2026; 8-K filed June 9, 2026. Summary of the Restated Plan is included in the company’s proxy (filed April 21, 2026) and the full Restated Plan is Appendix B to the proxy.
  • Directors elected (each for term expiring 2027); sample vote totals (For / Withheld / Broker non-votes = 1,257,231 for all director votes):
    • Jason M. Aryeh: 14,373,659 For / 3,160,100 Withheld
    • Martine Zimmermann, Pharm.D.: 17,319,859 For / 213,900 Withheld
    • (Other directors elected: Todd C. Davis; Nancy R. Gray, Ph.D.; Jason Haas; John W. Kozarich, Ph.D.; John L. LaMattina, Ph.D.; Stephen L. Sabba, M.D.)
  • Auditor ratification (Proposal 2): Ernst & Young LLP ratified — 18,526,515 For, 257,924 Against, 6,551 Abstentions.
  • Advisory vote on executive compensation (Proposal 3): Approved — 16,497,712 For, 1,021,948 Against, 14,099 Abstentions (1,257,231 broker non-votes).
  • Approval of amended 2002 Stock Incentive Plan (Proposal 4): Approved — 16,643,281 For, 870,556 Against, 19,922 Abstentions (1,257,231 broker non-votes).

Why It Matters

  • Approval of the Restated Plan authorizes the company to grant equity awards under the updated plan terms (see proxy/appendix for material terms), affecting how management and employees may be compensated in equity.
  • Re-election of all directors and ratification of Ernst & Young provide continuity in governance and auditing for investors.
  • The non-binding “say-on-pay” vote passed, indicating shareholder support for the company’s executive compensation approach (though it is advisory).

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