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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2025
Lexicon Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 000-30111 | 76-0474169 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
2445 Technology Forest Blvd., 11th Floor
The Woodlands, Texas 77381
(Address of principal executive offices and Zip Code)
(281) 863-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 | LXRX | The Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company ☐
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 1.01 Entry into a Definitive Material Agreement
On June 2, 2025, our stockholders approved (a) an amendment to our 2017 Equity Incentive Plan increasing the total number of shares of our common stock that may be issued pursuant to stock awards granted under the plan from 55,000,000 to 75,000,000, all of which may be granted as stock options, and (b) an amendment to our 2017 Non-Employee Directors’ Equity Incentive Plan increasing the total number of shares of our common stock that may be issued pursuant to stock awards granted under the plan from 2,000,000 to 4,000,000.
The foregoing summary does not purport to be complete and is qualified in its entirety by our 2017 Equity Incentive Plan and 2017 Non-Employee Directors’ Equity Incentive Plan, each as amended, copies of which are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Our annual meeting of stockholders was held on June 2, 2025 to consider and vote on the following proposals. The voting results with respect to each matter are set forth below:
| | | | | | | | | | | | | | |
| (1) | Election of Class I Directors | | | |
| Name of Director | For | Withheld | Broker Non-Votes |
| Raymond Debbane | 205,200,038 | 24,376,510 | 51,246,117 |
| Ivan H. Cheung | 226,232,365 | 3,344,183 | 51,246,117 |
| | | | | | | | | | | | | | | | | |
| | For | Against | Abstain | Broker Non-Votes |
| (2) | Ratification and approval of the amendment to the Company’s 2017 Equity Incentive Plan | 217,050,897 | 10,939,106 | 1,586,545 | 51,246,117 |
| | For | Against | Abstain | Broker Non-Votes |
| (3) | Ratification and approval of the amendment to the Company’s 2017 Non-Employee Directors’ Equity Incentive Plan | 220,279,044 | 8,172,361 | 1,125,143 | 51,246,117 |
| | For | Against | Abstain | Broker Non-Votes |
| (4) | Approval of an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s board of directors, a reverse split of its common stock, at a ratio within a range of 1-for-10 to 1-for-50, at any time prior to the Company’s 2026 annual meeting of stockholders and with the actual ratio to be determined within that range at the discretion of the Company’s board of directors | 252,035,936 | 28,448,014 | 338,715 | — |
| | | | | | | | | | | | | | | | | |
| | For | Against | Abstain | Broker Non-Votes |
| (5) | Advisory vote to approve the compensation paid to the Company’s named executive officers | 220,515,663 | 7,898,306 | 1,162,579 | 51,246,117 |
| | For | Against | Abstain | Broker Non-Votes |
| (6) | Ratification and approval of the appointment of Ernst & Young LLP as Company's independent auditors for the fiscal year ending December 31, 2025 | 277,714,533 | 1,399,479 | 1,708,653 | — |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit No. | Description |
| 10.1 | — | |
| 10.2 | | |
| EX-104 | — | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| Lexicon Pharmaceuticals, Inc. |
| | |
| | |
| Date: June 3, 2025 | By: | /s/ Brian T. Crum |
| | Brian T. Crum |
| | Senior Vice President and General Counsel |