Ligand Pharmaceuticals Incorporated filed SEC Form 8-K: 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 9, 2025
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification No.) | |||||||
| (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:
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 ☐
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 2025 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on June 6, 2025 (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 eight members of the Board of Directors of the Company for terms expiring at the 2026 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 | 13,595,137 | 3,224,879 | 1,363,582 | ||||||||
Todd C. Davis | 16,393,716 | 426,300 | 1,363,582 | ||||||||
Nancy R. Gray, Ph.D. | 16,470,033 | 349,983 | 1,363,582 | ||||||||
Jason Haas | 16,621,292 | 198,724 | 1,363,582 | ||||||||
John W. Kozarich, Ph.D. | 15,684,962 | 1,135,054 | 1,363,582 | ||||||||
John L. LaMattina, Ph.D. | 15,961,637 | 858,379 | 1,363,582 | ||||||||
Stephen L. Sabba, M.D. | 15,789,883 | 1,030,133 | 1,363,582 | ||||||||
Martine Zimmermann, Pharm.D. | 16,666,655 | 153,361 | 1,363,582 | ||||||||
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, 2025. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
17,274,429 | 906,847 | 2,322 | — | ||||||||
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 | ||||||||
15,576,200 | 1,183,843 | 59,973 | 1,363,582 | ||||||||
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: June 9, 2025 | By: /s/ Andrew Reardon Name: Andrew Reardon Title: Chief Legal Officer and Secretary | ||||