Rigel (RIGL) investors back equity plan, ESPP and auditor at 2026 meeting

Rhea-AI Filing Summary

Rigel Pharmaceuticals reported results from its 2026 annual stockholder meeting. Stockholders approved amendments to the 2018 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan, adding 500,000 and 360,000 shares of common stock, respectively, for future equity grants and purchases.

All three director nominees were elected to serve until the 2029 annual meeting. Stockholders also approved, on an advisory basis, executive compensation as described in the proxy statement and ratified Ernst & Young LLP as Rigel’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

Additional shares – 2018 Equity Incentive Plan: 500,000 shares Additional shares – 2000 ESPP: 360,000 shares Votes for Amended 2018 Plan: 6,497,964 for +3 more

6 metrics

Additional shares – 2018 Equity Incentive Plan 500,000 shares Added to authorized shares under Amended 2018 Plan at May 14, 2026 meeting

Additional shares – 2000 ESPP 360,000 shares Added to authorized shares under Amended ESPP at May 14, 2026 meeting

Votes for Amended 2018 Plan 6,497,964 for Stockholder approval of Amended 2018 Equity Incentive Plan

Votes for Amended 2000 ESPP 9,840,922 for Stockholder approval of Amended 2000 Employee Stock Purchase Plan

Say-on-pay support 9,013,480 for Advisory approval of named executive officer compensation

Auditor ratification votes for 12,590,773 for Ratification of Ernst & Young LLP for fiscal year ending Dec. 31, 2026

Key Terms

2018 Equity Incentive Plan, 2000 Employee Stock Purchase Plan, broker non-votes, Say-on-Pay, +1 more

5 terms

2018 Equity Incentive Plan financial

"approved an amendment to the Company’s 2018 Equity Incentive Plan, as amended"

2000 Employee Stock Purchase Plan financial

"approved an amendment to the Company’s 2000 Employee Stock Purchase Plan, as amended"

broker non-votes financial

"as well as the number of abstentions and broker non-votes with respect to each matter"

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.

Say-on-Pay financial

"The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"ratified the selection of Ernst & Young LLP as the independent registered public accounting firm"

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.

Understanding 8-K Material Events →

0001034842false00010348422026-05-142026-05-14

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 14, 2026

RIGEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-29889			94-3248524
(Commission File No.)			(IRS Employer Identification No.)
611 Gateway Boulevard Suite 900
South San Francisco, CA			94080
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (650) 624-1100

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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))

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

RIGL

The Nasdaq Stock Market LLC

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.

Approval of Equity Compensation Plans

Approval of 2018 Equity Incentive Plan, As Amended

On May 14, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rigel Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan, as amended (the “Amended 2018 Plan”), to, among other things, add an additional 500,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan.

The Amended 2018 Plan previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Amended 2018 Plan became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Amended 2018 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2026 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2018 Plan, which is attached as Appendix A to the Proxy Statement.

Approval of 2000 Employee Stock Purchase Plan, As Amended

On May 14, 2026, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Amended ESPP”), to, among other things, add an additional 360,000 shares to the number of shares of common stock authorized for issuance under the Amended ESPP.

The Amended ESPP previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The Amended ESPP became effective immediately upon stockholder approval at the Annual Meeting.

A more detailed summary of the material features of the Amended ESPP is set forth in the Proxy Statement. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended ESPP, which is attached as Appendix B to the Proxy Statement.

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

The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Proxy Statement.

Election of Directors

Each of the nominees for director, to serve until the Company’s 2029 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified, was elected as follows:

Name of Director						For						Withheld						Abstain						Broker Non-Votes
Alison Hannah, M.D.						9,202,113						1,469,709						49,583						3,406,029
Walter Moos, Ph.D.						10,436,673						242,736						41,996						3,406,029
Raul Rodriguez						10,486,503						192,614						42,288						3,406,029

Approval of the Amended 2018 Equity Incentive Plan

The Company’s stockholders approved the Amended 2018 Equity Incentive Plan.

For						Against						Abstain						Broker Non-Votes
6,497,964						3,813,701						409,740						3,406,029

Approval of the 2000 Employee Stock Purchase Plan

The Company’s stockholders approved the Amended 2000 Employee Stock Purchase Plan.

For						Against						Abstain						Broker Non-Votes
9,840,922						475,464						405,019						3,406,029

Say-on-Pay

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For						Against						Abstain						Broker Non-Votes
9,013,480						1,291,609						416,316						3,406,029

Ratification of Selection of Ernst & Young

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

For						Against						Abstain						Broker Non-Votes
12,590,773						1,506,852						29,809						—

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.

Dated: May 20, 2026			RIGEL PHARMACEUTICALS, INC.
			By:			/s/ Raymond J. Furey
						Raymond J. Furey
						Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary

FAQ

What equity plans did Rigel Pharmaceuticals (RIGL) stockholders approve?

Stockholders approved amendments to the 2018 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan. The amendments add 500,000 shares to the equity plan and 360,000 shares to the ESPP, increasing Rigel’s capacity to grant stock-based compensation and offer employee share purchases.

How many additional shares were authorized under Rigel (RIGL) equity plans?

Rigel stockholders approved adding 500,000 shares to the Amended 2018 Equity Incentive Plan and 360,000 shares to the Amended 2000 Employee Stock Purchase Plan. These shares are reserved for future equity awards and employee stock purchases, subject to plan terms and administration.

Were Rigel Pharmaceuticals (RIGL) director nominees elected at the 2026 meeting?

Yes, all three director nominees were elected to serve until the 2029 annual meeting. Alison Hannah, Walter Moos, and Raul Rodriguez each received more votes “for” than “withheld,” with millions of supporting votes and additional broker non-votes recorded on each director proposal.

Did Rigel (RIGL) stockholders approve executive compensation (say-on-pay)?

Yes, stockholders approved on an advisory basis the compensation of Rigel’s named executive officers. The say-on-pay proposal received 9,013,480 votes for, 1,291,609 against, and 416,316 abstentions, with 3,406,029 broker non-votes, indicating overall support for the disclosed pay practices.

Who is Rigel Pharmaceuticals’ (RIGL) auditor for fiscal 2026?

Rigel stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 12,590,773 for, 1,506,852 against, and 29,809 abstentions, with no broker non-votes recorded on this item.

When did the amended Rigel (RIGL) equity plans become effective?

Both the Amended 2018 Equity Incentive Plan and the Amended 2000 Employee Stock Purchase Plan became effective immediately upon stockholder approval at the May 14, 2026 annual meeting, having previously been approved by Rigel’s board of directors subject to stockholder approval.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB