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RIGL > SEC Filings for RIGL > Form 8-K on 27-May-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matters to a V

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


2014 Cash Incentive Plan

On May 20, 2014, the Board of Directors (the "Board") of Rigel Pharmaceuticals, Inc. (the "Company") approved the 2014 Cash Incentive Plan (the "Incentive Plan"), pursuant to which the Company's named executive officers and other employees may become entitled to cash bonus payments based on attainment of specified corporate performance goals. A copy of the Incentive Plan is attached as Exhibit 10.29 hereto and is incorporated herein by reference.

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

The 2014 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 20, 2014. 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 Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2014.

Each of the two directors proposed by the Company for re-election was elected by the following votes to serve until the Company's 2017 Annual Meeting of Stockholders or until his respective successor have been elected and qualified. The tabulation of votes on this matter was as follows:

                             Shares      Shares
Nominee                    Voted For    Withheld
Walter H. Moos, Ph.D.      55,660,863     891,143
Stephen A. Sherwin, M.D.   51,360,708   5,191,298

There were 19,559,364 broker non-votes for this matter.

The Company's stockholders approved amendments to the Company's 2000 Employee Stock Purchase Plan.

The tabulation of votes on this matter was as follows: shares voted for:
55,861,362; shares voted against: 685,859; shares abstaining: 4,785; and broker non-votes: 19,559,364.

The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.

The tabulation of votes on this matter was as follows: shares voted for:
56,107,515; shares voted against: 437,668; shares abstaining: 6,823; and broker non-votes: 19,559,364.

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, 2014.

The tabulation of votes on this matter was as follows: shares voted for:
73,469,296; shares voted against: 2,317,826; and shares abstaining: 324,248.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description
10.29 2014 Cash Incentive Plan

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