LIGAND PHARMACEUTICALS INC

8-K · lgnd-20260605.htm iXBRL

0000886163 2026-06-05 2026-06-05

 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 INC ORPORATED
 (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 Ac t:

 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