Ligand adopts amended bylaws for universal proxy rules and DGCL updates

LIGAND PHARMACEUTICALS INC

Board approved Fifth Amended and Restated Bylaws on April 17, 2024.
Updates include requirements for stockholder nominations under Rule 14a-19 (universal proxy).
Clarifies broker non-votes have no effect; abstentions count as votes against.
Revisions reflect changes to Delaware General Corporation Law on electronic notices and stockholder lists.
Also makes conforming changes to stockholder proposal and nomination procedures.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

LIGAND PHARMACEUTICALS INC: Adopted Fifth Amended and Restated Bylaws with updates for universal proxy rules, DGCL amendments, and other revisions (effective 2024-04-17).

Change: bylaw amendment
Effective: 2024-04-17

Exact text from the filing

On April 17, 2024, the Board of Directors (the “Board”) of Ligand Pharmaceuticals Incorporated (the “Company”), in connection with the Securities and Exchange Commission’s revisions to the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding universal proxy cards, changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of corporate governance matters, approved the amendment and restatement of the Company’s Fourth Amended and Restated Bylaws, as amended (the “Fifth Amended and Restated Bylaws”).

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Source: SEC EDGAR

accession 0000886163-24-000013

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