UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 24, 2024, at the 2024 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, as amended (the “Amended 2018 Plan”), to, among other items, add an additional 6,500,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan.
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 10, 2024 (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.
Election of Directors
Each of the two nominees for director, to serve until the Company’s 2027 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified, was elected as follows:
| Name of Director | For | Withheld | Abstain | Broker Non-Votes | ||||
| Brian L. Kotzin | 78,451,723 | 24,372,506 | 1,529,351 | 26,314,869 | ||||
| Gregg A. Lapointe | 79,150,066 | 23,677,939 | 1,525,575 | 26,314,869 |
Approval of the Amended 2018 Plan
The Company’s stockholders approved the Amended 2018 Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 53,147,924 | 48,240,156 | 2,965,500 | 26,314,869 |
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.
| For | Against | Abstain | Broker Non-Votes | |||
| 74,738,206 | 26,220,078 | 3,395,296 | 26,314,869 |
Ratification of Selection 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, 2024.
| For | Against | Abstain | Broker Non-Votes | |||
| 109,388,255 | 19,868,135 | 1,412,059 | — |
Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock at a ratio between 1:2 and 1:20, inclusive (without reducing the authorized number of shares of common stock), if and when determined by the Company’s Board of Directors (the “Reverse Stock Split Proposal”).
| For | Against | Abstain | Broker Non-Votes | |||
| 87,850,891 | 42,495,244 | 322,314 | — |
Adjournment of the Annual Meeting
The Company’s stockholders approved the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal.
| For | Against | Abstain | Broker Non-Votes | |||
| 83,114,105 | 46,454,820 | 1,099,524 | — |
SIGNATURES
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 29, 2024 | RIGEL PHARMACEUTICALS, INC. | |
| By: | /s/ Raymond J. Furey | |
| Raymond J. Furey | ||
| Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary | ||
Cover |
May 24, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 24, 2024 |
| Entity File Number | 0-29889 |
| Entity Registrant Name | RIGEL PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0001034842 |
| Entity Tax Identification Number | 94-3248524 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 611 Gateway Boulevard |
| Entity Address, Address Line Two | Suite 900 |
| Entity Address, City or Town | South San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94080 |
| City Area Code | 650 |
| Local Phone Number | 624-1100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | RIGL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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