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): April 25, 2019

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)

8800 Technology Forest Place
The Woodlands, Texas 77381
(Address of principal executive
offices and Zip Code)

(281) 863-3000
(Registrant’s telephone number,
including area code)


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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
o
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 o
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. o
 
 
 
 
 






Item 1.01
Entry into a Material Definitive Agreement

On April 25, 2019, our stockholders approved 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 15,000,000 to 20,000,000.
The foregoing summary does not purport to be complete and is qualified in its entirety by our 2017 Equity Incentive Plan, as amended, a copy of which is attached to this report as Exhibit 10.1, and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 25, 2019 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
80,735,340
8,146,190
11,809,446
 
Robert J. Lefkowitz, M.D.
84,343,335
4,538,195
11,809,446
 
Alan S. Nies, M.D.
86,951,090
1,930,440
11,809,446

 
 
For
Against
Abstain
Broker   Non-Votes
(2)
Ratification and approval of the amendment to the Company’s 2017 Equity Incentive Plan


83,676,370
5,028,334
176,826
11,809,446
 
 
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
(3)
Advisory vote to approve the compensation paid to the Company's named executive officers
87,487,983
1,195,997
197,550
11,809,446
 
 
 
 
 
 
 
 
For
Against
Abstain
Broker   Non-Votes
(4)
Ratification and approval of the appointment of Ernst & Young LLP as Company's independent auditors for the fiscal year ending December 31, 2019
100,155,970
353,124
181,882
-

Item 9.01
Financial Statements and Exhibits

(d)      Exhibits

Exhibit No.
 
Description
10.1
—






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.

 
Lexicon Pharmaceuticals, Inc.
 
 
 
 
 
 
Date: April 25, 2019
By:
/s/ Brian T. Crum
 
 
Brian T. Crum
 
 
Vice   President and General Counsel






Index to Exhibits

Exhibit No.
 
Description
10.1
—



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