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 31, 2007
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-20720
(Commission File Number)
10275 SCIENCE CENTER DRIVE,
SAN DIEGO, CALIFORNIA
(Address of principal executive offices)
(858) 550-7500
(Registrant's telephone number, including area code)
77-0160744
(I.R.S. Employer Identification No.)
92121-1117
(Zip Code)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
At the 2007 Annual Meeting of Stockholders of Ligand Pharmaceuticals
Incorporated ("Ligand") held on May 31, 2007 (the "2007 Annual Meeting"),
Ligand's stockholders approved an amendment to Ligand's 2002 Stock Incentive
Plan (the "2002 Plan"). The full text of the 2002 Plan, as amended, is attached
as Appendix A to Ligand's 2007 Proxy Statement filed with the Securities and
Exchange Commission on April 27, 2007.
Effective upon stockholder approval of the amended 2002 Plan at the
2007 Annual Meeting, the Board of Directors (the "Board") of Ligand adopted a
new Director Compensation Policy (the "Policy"), which provides that each
non-employee director serving on the Board is eligible to receive:
(i) a restricted stock grant of 10,000 shares of Ligand's common
stock, $0.001 par value (the "Common Stock") in connection
with the initial appointment as a director;
(ii) an annual restricted stock grant of 5,000 shares of Common
Stock under the 2002 Plan, which shall be made on the date of
each annual meeting of the stockholders of Ligand (with the
first such grant to be effective as of May 31, 2007); and
(iii) a fee of $2,500 per day for each Board meeting attended, plus
a fee of $700 for each Board meeting attended in which such
director participated by telephone, and a fee of $500 for each
committee meeting attended on non-Board meeting dates.
The foregoing restricted stock awards will vest on the first
anniversary of the date of grant and any unvested shares will be forfeited to
Ligand in the event a director ceases to serve on the Board prior to the vesting
of such shares. The shares will vest in full in the event of a change of control
or a hostile take-over, each as defined in the 2002 Plan.
In addition, under the Policy, each non-employee director shall be
eligible to receive an annual retainer of $10,000 for service on the Board. In
addition, a non-employee director serving as:
(i) chairman of the Board shall be eligible to receive an
additional annual retainer of $20,000 for such service;
(ii) chairman of the Audit Committee shall be eligible to receive an
additional annual retainer of $12,000 for such service;
(iii) a member (other than the chairman) of the Audit Committee shall
be eligible to receive an additional annual retainer of $4,000
for such service;
(iv) chairman of the Compensation Committee or the Nominating and
Corporate Governance Committee shall be eligible to receive an
additional annual retainer of $8,000 for such service; and
(v) a member (other than the chairman) of the Compensation
Committee or the Nominating and Corporate Governance Committee
shall be eligible to receive an additional annual retainer of
$2,000 for such service.
The annual retainers payable under the Policy shall be paid by Ligand
in quarterly installments or more frequently as deemed advisable by the officers
of Ligand for administrative or other reasons. The terms and conditions of the
Policy shall supersede any prior cash compensation arrangements between Ligand
and its directors and the Automatic Option Grant Program for directors under the
2002 Plan. The Automatic Option Grant Program under the 2002 Plan has been
terminated effective as of the adoption of the Policy.
The foregoing description of the Policy does not purport to be complete
and is qualified in its entirety by reference to the text of the Policy, a copy
of which will be filed as an exhibit to Ligand's quarterly report on Form 10-Q
for the quarterly period ending June 30, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned.
LIGAND PHARMACEUTICALS INCORPORATED
Date: June 6, 2007 By: /S/ JOHN P. SHARP
Name: John P. Sharp
Title: Vice President of Finance and CFO