Rigel Pharmaceuticals Elects New Directors, Approves Compensatory Plans

TL;DR

Rigel adds two directors, approves exec pay, and holds shareholder votes. Board shakeup incoming?

AI Summary

Rigel Pharmaceuticals, Inc. announced on May 24, 2024, the election of Dr. David J. Earp and Ms. Sarah E. Kelly to its Board of Directors. The company also disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders. These changes are effective as of May 24, 2024.

Why It Matters

Changes in board composition can signal shifts in strategic direction or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance matters such as director elections and compensatory arrangements, which typically carry low immediate risk.

Key Players & Entities

• Rigel Pharmaceuticals, Inc. (company) — Registrant
• Dr. David J. Earp (person) — Newly elected Director
• Ms. Sarah E. Kelly (person) — Newly elected Director
• May 24, 2024 (date) — Effective date of board changes

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share RIGL The Nasdaq Stock Mar

Filing Documents

• tm2415798d1_8k.htm (8-K) — 40KB
• 0001104659-24-066058.txt ( ) — 211KB
• rigl-20240524.xsd (EX-101.SCH) — 3KB
• rigl-20240524_lab.xml (EX-101.LAB) — 33KB
• rigl-20240524_pre.xml (EX-101.PRE) — 22KB
• tm2415798d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

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, 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.

07. Submission of Matters to a Vote of Security Holders

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 87,850,89

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR