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LGND > SEC Filings for LGND > Form 8-K on 4-Jun-2013All Recent SEC Filings

Show all filings for LIGAND PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for LIGAND PHARMACEUTICALS INC


4-Jun-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in the Supplement to the Proxy Statement filed by Ligand Pharmaceuticals Incorporated (the "Company") with the Securities and Exchange Commission ("SEC") on June 4, 2013, the Company took the following actions with respect to John L. Higgins, the Company's President and Chief Executive Officer, on June 3, 2013:

            Voided 14,334 shares subject to the stock option award granted to
             Mr. Higgins on February 9, 2012 (the "Original Higgins Option"), and
             made a corresponding reduction (from 175,000 to 160,666) in the
             number of shares subject to such award. The stock option agreement
             with respect to the Original Higgins Option provides for vesting
             over four years, with 12.5% of the total number of shares subject to
             the option vesting on the date that was six months after the date of
             grant and the remaining shares subject to the option vesting in 42
             equal monthly installments thereafter, subject to Mr. Higgins'
             continued status as an employee, director or consultant to the
             Company or its subsidiaries on each such date (the "Original Higgins
             Option Agreement").



            Voided 12,000 shares subject to the restricted stock unit award
             granted to Mr. Higgins on February 9, 2012 (the "Original Higgins
             RSU"), and made a corresponding reduction (from 18,000 to 6,000) in
             the number of shares subject to such award. The restricted stock
             unit award agreement with respect to the Original Higgins RSU
             provides for vesting over three years, in three equal annual
             installments on February 15, 2013, February 15, 2014 and February
             15, 2015, subject to Mr. Higgins' continued status as an employee,
             director or consultant to the Company or its subsidiaries on each
             such date (the "Original Higgins RSU Agreement").



            Effective June 3, 2013, the compensation committee of the board of
             directors of the Company (the "Committee") granted to Mr. Higgins a
             stock option award with respect to 14,334 shares of common stock of
             the Company. This new stock option award has a grant date of June 3,
             2013, an exercise price of $32.00 per share (representing the
             closing price of the Company's common stock on such date) and the
             vesting and expiration provisions applicable to the options subject
             to this new stock option are intended to mirror those applicable to
             the voided portion of the Original Higgins Option. As a result, this
             new stock option will be vested as to 4,473 shares on the date of
             grant, and the remaining shares subject to the option will vest in
             33 equal monthly installments on the ninth day of each calendar
             month following the date of grant, commencing June 9, 2013 and
             continuing through February 9, 2016, subject to Mr. Higgins'
             continued status as an employee, director or consultant to the
             Company or its subsidiaries on each such date.



            Effective June 3, 2013, the Committee granted to Mr. Higgins a
             restricted stock unit award with respect to 12,000 shares of common
             stock of the Company. The vesting provisions of this new restricted
             stock unit award are intended to mirror those applicable to the
             voided portion of the Original Higgins RSU. As a result, this new
             restricted stock unit award will vest in two equal annual
             installments on February 15, 2014 and February 15, 2015, subject to
             Mr. Higgins' continued status as an employee, director or consultant
             to the Company or its subsidiaries on each such date.

In addition, as described in the Supplement to the Proxy Statement filed by the Company with the SEC on June 4, 2013, the Company took the following actions with respect to Matthew W. Foehr, the Company's Executive Vice President and Chief Operating Officer, on June 3, 2013:

            Voided one share subject to the stock option award granted to Mr.
             Foehr on April 18, 2011 (the "Original Foehr Option"), and made a
             corresponding reduction (from 165,000 to 164,999) in the number of
             shares subject to such award. The stock option agreement with
             respect to the Original Foehr Option provides for the vesting of
             100,000 shares subject to the Original Foehr Option consistent with
             the time-based vesting schedule described above for the Original
             Higgins Option


(the "Original Foehr Option Agreement"). The remaining 65,000 options were subject to performance-based vesting, of which options to purchase 50,000 shares have vested and options to purchase 15,000 shares were automatically forfeited after the end of 2012 and are no longer outstanding.

            Voided 8,333 shares subject to the restricted stock unit award
             granted to Mr. Foehr on April 18, 2011 (the "Original Foehr RSU"),
             and made a corresponding reduction (from 25,000 to 16,667) in the
             number of shares subject to such award. The restricted stock unit
             award agreement with respect to the Original Foehr RSU provides for
             vesting over three years, in three equal annual installments on
             April 18, 2012, April 18, 2013 and April 18, 2014, subject to Mr.
             Foehr's continued status as an employee, director or consultant to
             the Company or its subsidiaries on each such date (the "Original
             Foehr RSU Agreement").



            Effective June 3, 2013, the Committee granted to Mr. Foehr a
             restricted stock unit award with respect to 8,333 shares of common
             stock of the Company. The vesting provisions of this new restricted
             stock unit award are intended to mirror those applicable to the
             voided portion of the Original Foehr RSU. As a result, this new
             restricted stock unit award will vest on April 18, 2014, subject to
             Mr. Foehr's continued status an employee, director or consultant to
             the Company or its subsidiaries on such date.

The aforementioned agreements are qualified by reference to the Original Higgins Option Agreement and the Original Foehr Option Agreement, each of which were issued on the Company's standard form of option agreement as described and filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and the Original Higgins RSU Agreement and the Original Foehr RSU Agreement, each of which were issued on the Company's standard form of restricted stock unit agreement as described and filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2007, which are incorporated herein by reference. The Supplement to the Proxy Statement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Supplement to Proxy Statement for Annual Meeting of Stockholders.


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