SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of 2018 Equity Incentive Plan, as Amended
On May 18, 2021, at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Rigel Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved the amendment to the Company’s 2018 Equity Incentive Plan (the “Amended 2018 Plan”), to, among other items, (i) add an additional 825,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan, (ii) remove the automatic nondiscretionary option grants to non-employee directors and (iii) add an overall limit to non-employee director compensation.
The Amended 2018 Plan previously had been approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board”). 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 6, 2021 (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.
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.
Proposal 1: Election of Directors
Each of the two nominees for director, to serve until the Company’s 2024 Annual Meeting of Stockholders or until his respective successor has been elected and qualified, was elected as follows:
|Name of Director||For||Against||Broker Non-Votes|
|Gregg A. Lapointe||105,614,601||9,654,184||19,624,612|
|Brian L. Kotzkin||112,890,408||2,378,377||19,624,612|
|Gary A. Lyons||74,912,597||40,356,188||19,624,612|
Proposal 2: Approval of the Amended 2018 Plan
The Company’s stockholders approved the Amended 2018 Plan.
Proposal 3: Approval of the 2000 Employee Stock Purchase Plan, as Amended
The Company’s stockholders approved the 2000 Employee Stock Purchase Plan, as amended.
Proposal 4: 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.
Proposal 5: Ratification of Appointment 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, 2021.
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 21, 2021||
RIGEL PHARMACEUTICALS, INC.
|By:||/s/ Dolly A. Vance|
|Dolly A. Vance|
|Executive Vice President, General Counsel and Corporate Secretary|