Document


 
 
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): May 25, 2017
 
 
LIGAND PHARMACEUTICALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
 
001-33093
 
77-0160744
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)





o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.425) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
o

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. o
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on May 25, 2017 (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 Company’s board of directors for terms expiring at the 2018 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
John W. Kozarich
  
16,150,486
  
559,782
  
2,634,453
John L. Higgins
  
16,327,601
  
382,667
  
2,634,453
Jason M. Aryeh
  
15,524,595
  
1,185,673
  
2,634,453
Todd C. Davis
  
16,271,507
  
438,761
  
2,634,453
John L. LaMattina
  
16,292,695
  
417,573
  
2,634,453
Sunil Patel
  
15,760,838
  
949,430
  
2,634,453
Stephen L. Sabba
  
15,726,666
  
983,602
  
2,634,453

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, 2017. In accordance with the results below, the selection of Ernst & Young LLP was ratified.
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
19,154,149
  
99,272
  
91,300
  
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
16,257,690
  
353,761
  
98,817
  
2,634,453
Proposal 4. The approval of a non-binding advisory resolution regarding the frequency of the advisory vote on the compensation of the Company’s named executive officers. Based on the results below, the Company has determined it will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year.
 
Every One Year
  
Every Two Years
  
Every Three Years
  
Abstentions
  
Broker Non-Votes
15,334,078
  
24,342
  
1,263,076
  
88,772
  
2,634,453








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: May 26, 2017
 
 
 
By:
 
/s/ Charles Berkman
 
 
 
 
Name:
 
Charles Berkman
 
 
 
 
Title:
 
Vice President, General Counsel and Secretary