Ligand (NASDAQ: LGND) investors approve board slate, auditor and stock plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ligand Pharmaceuticals Incorporated reported the results of its 2026 annual stockholder meeting. Stockholders elected eight directors for terms expiring at the 2027 annual meeting, with support levels generally above 16.2 million votes for each nominee.

Investors ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,526,515 votes for and 257,924 against. Stockholders also approved a non-binding advisory resolution on executive compensation and an amendment and restatement of the Company’s 2002 Stock Incentive Plan, with 16,497,712 and 16,643,281 votes for each proposal, respectively.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Meeting date: June 5, 2026 Auditor ratification votes for: 18,526,515 votes Say-on-pay votes for: 16,497,712 votes +3 more

6 metrics

Meeting date June 5, 2026 2026 annual meeting of stockholders

Auditor ratification votes for 18,526,515 votes Ernst & Young LLP for FY ending Dec. 31, 2026

Say-on-pay votes for 16,497,712 votes Non-binding advisory compensation resolution

Stock plan amendment votes for 16,643,281 votes Amendment and restatement of 2002 Stock Incentive Plan

Highest director support 17,319,859 votes Votes for Martine Zimmermann, Pharm.D.

Broker non-votes on key items 1,257,231 votes Proposals 1, 3 and 4 broker non-vote count

Key Terms

non-binding advisory resolution, independent registered public accounting firm, broker non-votes, amendment and restatement, +1 more

5 terms

non-binding advisory resolution financial

"The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers."

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

independent registered public accounting firm financial

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 16,497,712 | 1,021,948 | 14,099 | 1,257,231"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

amendment and restatement financial

"The approval of an amendment and restatement of the Company’s 2002 Stock Incentive Plan."

Stock Incentive Plan financial

"approved an amendment and restatement of the Company’s 2002 Stock Incentive Plan (the “2002 Plan”)."

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

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Understanding 8-K Material Events →

06/09/2026 - 04:02 PM

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 5, 2026

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.)


555 Heritage Drive, Suite 200
Jupiter
Florida						33458
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2026 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on June 5, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2002 Stock Incentive Plan (the “2002 Plan”). The amended and restated 2002 Plan is referred to herein as the “Restated Plan.”

A summary of the material terms of the Restated Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”). The summary of the Restated Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Restated Plan, which was filed as Appendix B to the Proxy Statement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

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 2027 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	14,373,659	3,160,100	1,257,231
Todd C. Davis	17,224,372	309,387	1,257,231
Nancy R. Gray, Ph.D.	16,915,084	618,675	1,257,231
Jason Haas	17,204,420	329,339	1,257,231
John W. Kozarich, Ph.D.	16,260,105	1,273,654	1,257,231
John L. LaMattina, Ph.D.	16,714,494	819,265	1,257,231
Stephen L. Sabba, M.D.	16,552,676	981,083	1,257,231
Martine Zimmermann, Pharm.D.	17,319,859	213,900	1,257,231

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, 2026. In accordance with the results below, the selection of Ernst & Young LLP was ratified.


Votes For	Votes Against	Abstentions	Broker Non-Votes
18,526,515	257,924	6,551	—

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
16,497,712	1,021,948	14,099	1,257,231

Proposal 4. The approval of an amendment and restatement of the Company’s 2002 Stock Incentive Plan. In accordance with the results below, the proposal was approved.


Votes For	Votes Against	Abstentions	Broker Non-Votes
16,643,281	870,556	19,922	1,257,231

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, 2026			By: /s/ Andrew Reardon Name: Andrew Reardon Title: Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Ligand (LGND) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing eight directors, ratifying Ernst & Young LLP as auditor, a non-binding advisory vote on executive pay, and an amendment and restatement of the 2002 Stock Incentive Plan.

How did Ligand (LGND) shareholders vote on the 2026 director elections?

All eight director nominees were elected for terms expiring at the 2027 annual meeting, each receiving over 16.2 million votes for. Broker non-votes were reported for each nominee, but did not affect the election outcomes.

Was Ernst & Young LLP ratified as Ligand (LGND) auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 18,526,515 votes for, 257,924 against, and 6,551 abstentions recorded.

How did Ligand (LGND) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory resolution on named executive officer compensation, with 16,497,712 votes for, 1,021,948 against, 14,099 abstentions, and 1,257,231 broker non-votes recorded in the tally.

What changes were made to Ligand’s 2002 Stock Incentive Plan in 2026?

Shareholders approved an amendment and restatement of the 2002 Stock Incentive Plan, now referred to as the Restated Plan, with 16,643,281 votes for, 870,556 against, 19,922 abstentions, and 1,257,231 broker non-votes noted.

Where can investors find details of Ligand’s Restated 2002 Stock Incentive Plan?

Key terms of the Restated Plan are summarized in Ligand’s definitive proxy statement filed April 21, 2026, and the full plan text appears as Appendix B to that proxy, providing complete plan provisions for investors.

Filing Exhibits & Attachments

3 documents