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

The 2022 Annual Meeting of the Stockholders of Ligand Pharmaceuticals Incorporated (the "Company") was held on June 10, 2022 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the amendment and restatement of the Ligand Pharmaceuticals Incorporated 2002 Stock Incentive Plan (the "2002 Plan"). The amended and restated 2002 Plan is referred to herein as the "Restated Plan." The Restated Plan authorizes the issuance of an aggregate of 8,413,754 shares of the Company's common stock (the "Share Reserve"), 7,413,754 of which were previously reserved for issuance under the 2002 Plan. Pursuant to the terms of the Restated Plan, the Share Reserve shall be reduced by (a) one share for each share subject to any stock option or stock appreciation right, and (b) 1.5 shares for each share subject to any outstanding award that is a Full Value Award (as defined in the Restated Plan). Notwithstanding the foregoing, the number of shares of common stock that may be issued or transferred pursuant to incentive stock option awards under the Restated Plan may not exceed an aggregate of 8,413,754 shares. The Restated Plan became effective on the date of the Annual Meeting.

•Administration. The Restated Plan is administered by the human capital management and compensation committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee has complete discretion, subject to the provisions of the Restated Plan, to authorize awards under the Restated Equity Plan to all eligible persons other than non-employee members of the Board. However, the Board may also appoint a secondary committee of one or more members of the Board to have separate but concurrent authority to make awards under those programs to all eligible individuals other than our executive officers and non-employee members of the Board. The full Board will administer the Restated Plan with respect to awards to the non-employee members of the Board.

•Awards. The Restated Plan authorizes the Committee (or any secondary committee) to grant stock options, stock awards, stock appreciation rights, restricted stock units and dividends equivalents. The Restated Plan also authorizes the Committee to grant performance awards payable in the form of the Company's common stock. The Restated Plan authorizes the grant of awards to employees, consultants and independent contractors of the Company and to the Company's non-employee directors. In addition, the following annual limitations apply: (i) no one person participating in the Restated Plan may receive awards for more than 1,000,000 shares of common stock in the aggregate per calendar year; and (ii) the sum of any cash compensation, or other compensation, and the value of awards granted to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $550,000, increased to $850,000 in the calendar year of his or her initial service as a non-employee director.

•Other Provisions. The Restated Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The Restated Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the participant. Unless sooner terminated by the Board, the Restated Plan will terminate on April 14, 2032.

A summary of the material terms of the Restated Plan is set forth in Ligand's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2022. The summary in the definitive proxy statement and the description of the Restated Plan contained herein are qualified in their entirety by reference to the full text of the Restated Plan which is filed as Appendix A to the definitive proxy statement.

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

Set forth below are the final voting results for the actions taken by the stockholders at the Annual Meeting.

Proposal 1. The election of ten members of the Board for terms expiring at the 2023 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director.



                              Votes For          Votes Withheld          Broker Non-Votes
Jason M. Aryeh               13,315,749             621,116                  1,478,696
Sarah Boyce                  13,572,966             363,899                  1,478,696
Jennifer Cochran, Ph.D.      13,858,540              78,325                  1,478,696
Todd C. Davis                13,401,215             535,650                  1,478,696
Nancy R. Gray, Ph.D.         13,836,206             100,659                  1,478,696
John L. Higgins              13,716,803             220,062                  1,478,696
John W. Kozarich, Ph.D.      12,997,421             939,444                  1,478,696
John L. LaMattina, Ph.D.     13,479,735             457,130                  1,478,696
Sunil Patel                  13,751,340             185,525                  1,478,696
Stephen L. Sabba, M.D.       13,420,123             516,742                  1,478,696

Proposal 2. The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. In accordance with the results below, the selection of Ernst & Young LLP was ratified.


    Votes For             Votes Against             Abstentions            Broker Non-Votes
    15,312,173                97,551                   5,837                       -

Proposal 3. The approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers. In accordance with the results below, the resolution was approved.


   Votes For           Votes Against             Abstentions             Broker Non-Votes
  12,892,453              996,180                   48,232                  1,478,696

Proposal 4. The approval of the Restated Plan. In accordance with the results below, the resolution was approved.


   Votes For           Votes Against             Abstentions             Broker Non-Votes
  13,136,648              780,269                   19,948                  1,478,696

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