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 10, 2020
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 2020 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on June 10, 2020 (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 nine members of the Company’s board of directors for terms expiring at the 2021 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 | | 12,332,299 | | 354,939 | | 1,987,442 |
| Sarah Boyce | | 12,596,338 | | 90,900 | | 1,987,442 |
| Todd C. Davis | | 12,408,499 | | 278,739 | | 1,987,442 |
| Nancy R. Gray | | 12,520,611 | | 166,627 | | 1,987,442 |
| John L. Higgins | | 12,456,671 | | 230,567 | | 1,987,442 |
| John W. Kozarich | | 12,322,968 | | 364,270 | | 1,987,442 |
| John L. LaMattina | | 12,575,941 | | 111,297 | | 1,987,442 |
| Sunil Patel | | 12,506,358 | | 180,880 | | 1,987,442 |
| Stephen L. Sabba | | 12,375,956 | | 311,282 | | 1,987,442 |
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, 2020. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 13,958,879 | | 686,151 | | 29,650 | | - |
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 |
| 11,823,429 | | 802,829 | | 60,980 | | 1,987,442 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| LIGAND PHARMACEUTICALS INCORPORATED |
| |
| Date: June 11, 2020 | By: /s/ Charles S. Berkman Name: Charles S. Berkman Title: Senior Vice President, General Counsel and Secretary |
