LGND-Form8-K2015AnnualMeetingResults



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): April 24, 2015


LIGAND PHARMACEUTICALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)


 
Delaware
 
77-0160744
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
11119 North Torrey Pines Road, Suite 200
 
92037
La Jolla, CA
 
(Zip Code)
(Address of principal executive offices)
 
 
(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))








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

The 2015 annual meeting of stockholders of Ligand Pharmaceuticals Incorporated (the “Company”) was held on April 24, 2015. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.

Proposal 1. The election of eight members of the Company’s board of directors for terms expiring at the 2016 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
 
Jason Aryeh
 
 
14,253,294
 
 
 
137,508
 
 
 
3,591,272
 
Todd C. Davis
 
 
14,253,858
 
 
 
136,944
 
 
 
3,591,272
 
John L. Higgins
 
 
14,252,866
 
 
 
137,936
 
 
 
3,591,272
 
David M. Knott
 
 
14,129,685
 
 
 
261,117
 
 
 
3,591,272
 
John W. Kozarich
 
 
14,187,446
 
 
 
203,356
 
 
 
3,591,272
 
John L. LaMattina
 
 
14,253,152
 
 
 
137,650
 
 
 
3,591,272
 
Sunil Patel
 
 
14,131,785
 
 
 
259,017
 
 
 
3,591,272
 
Stephen L. Sabba
 
 
14,131,054
 
 
 
259,748
 
 
 
3,591,272
 


Proposal 2. The ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. In accordance with the results below, the selection of Grant Thornton LLP was ratified.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
17,595,726
 
281,938
 
104,410
 
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
14,068,517
 
195,390
 
126,895
 
3,591,272



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: April 24, 2015
By:
 
/s/ Charles Berkman
 
Name:
 
Charles Berkman
 
Title:
 
Vice President, General Counsel and Secretary