lxrx-20230427

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2023

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)

(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 Material Definitive Agreement

On April 27, 2023, 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 30,000,000 to 55,000,000, 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 1,200,000 to 2,000,000.

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 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 27, 2023 to consider and vote on the following proposals. The voting results with respect to each matter are set forth below:


(1)	Election of Class II Directors
	Name of Director	For	Withheld	Broker Non-Votes
	Samuel L. Barker, Ph.D.	142,120,279	9,119,847	13,664,122
	Christopher J. Sobecki	143,104,310	8,135,816	13,664,122
	Judith L. Swain, M.D.	135,882,215	15,357,911	13,664,122


		For	Against	Abstain	Broker Non-Votes
(2)	Ratification and approval of the amendment to the Company’s 2017 Equity Incentive Plan	110,232,367	24,746,403	16,261,356	13,664,122
		For	Against	Abstain	Broker Non-Votes
(3)	Ratification and approval of the amendment to the Company’s 2017 Non-Employee Directors’ Equity Incentive Plan	132,867,426	2,097,598	16,275,102	13,664,122
		For	Against	Abstain	Broker Non-Votes
(4)	Advisory vote to approve the compensation paid to the Company’s named executive officers	110,285,867	24,701,050	16,253,209	13,664,122
		1 Year	2 Years	3 Years	Abstain
(5)	Advisory vote to determine the frequency of future advisory votes on the compensation paid to our named executive officers	133,664,598	143,970	949,241	16,482,317
		For	Against	Abstain
(6)	Ratification and approval of the appointment of Ernst & Young LLP as Company's independent auditors for the fiscal year ending December 31, 2023	146,680,955	725,184	17,498,109

Item 9.01 Financial Statements and Exhibits

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 27, 2023	By:	/s/ Brian T. Crum
		Brian T. Crum
		Senior Vice President and General Counsel


Exhibit No.	Description
10.1	—	2017 Equity Incentive Plan, as amended
10.2	—	2017 Non-Employee Directors’ Equity Incentive Plan, as amended