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 6, 2006
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-20720
(Commission File Number)
10275 SCIENCE CENTER DRIVE,
SAN DIEGO, CALIFORNIA
(Address of principal executive offices)
(858) 550-7500
(Registrant's telephone number, including area code)
77-0160744
(I.R.S. Employer Identification No.)
92121-1117
(Zip Code)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Officer Compensation
On April 6, 2006, the Compensation Committee (the "Compensation Committee") of
the Board of Directors of Ligand Pharmaceuticals Incorporated (the "Company")
approved the annual base salaries (effective as of January 1, 2006 unless
otherwise noted) of the Company's executive officers after a review of
performance and competitive market data. The following table sets forth the new
annual base salary levels of the Company's executive officers.
Name and Position Base Salary
David E. Robinson $705,000 (effective May 1, 2006)
Andres F. Negro-Vilar 471,000
Taylor J. Crouch 321,000
James J. L'Italien 296,000
Paul V. Maier 347,000
William A. Pettit 279,000
Warner R. Broaddus 309,000
Eric S. Groves 252,000
Martin D. Meglasson 292,000
Tod G. Mertes 260,000
Also on April 6, 2006, the Compensation Committee authorized the payment of
annual incentive (bonus) awards to each of the Company's executive officers for
services during the year ended December 31, 2005. Consistent with past practice,
the Compensation Committee used several factors to set the targets for these
annual incentive awards, principally (1) competitive pay practices, (2) job
duties and responsibility and (3) the Company's need to attract, retain and
reward executive talent. The Compensation Committee used data obtained by the
Company from external sources that compared and summarized pay practices at
companies that compete with the Company nationally and in its business and
location for executive talent. Actual annual incentive bonus payments were
determined based on the Company's and each executive's performance during 2005
as measured against performance measures established for that year. In addition,
the Compensation Committee evaluated each executive's performance against
individual goals also set for 2005. The following table sets forth cash payments
to the executive officers in respect of their annual incentive awards for 2005:
Name 2005 Bonus
David E. Robinson $150,000
Andres F. Negro-Vilar 125,000
Taylor J. Crouch 100,000
James J. L'Italien 59,000
Paul V. Maier 51,000
William A. Pettit 51,000
Warner R. Broaddus 58,000
Eric S. Groves 46,000
Martin D. Meglasson 61,000
Tod G. Mertes 48,000
Amendment to Management Bonus Plan
On April 7, 2006, the Compensation Committee approved an amendment to the
Company's Management Bonus Plan applicable to executives, including the
executive officers of the Company. The amendment was made in order to maintain a
Bonus Plan that is competitive with market compensation. Under the amendment,
the maximum bonus payout applicable to executive officers, other than the Chief
Executive Officer, under the plan was increased from 36% of base salary to 50%
of base salary. The maximum bonus payout for the Chief Executive Officer was
established at 60% of base salary. Actual payouts are based on the Company's and
each executive's performance during the fiscal year, as measured against
performance measures established for that year. Company performance and
individual performance are equally weighted in determining payouts.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned.
LIGAND PHARMACEUTICALS INCORPORATED
Date: April 12, 2006 By: /s/ Warner R. Broaddus
Name: Warner R. Broaddus
Title: Vice President, General Counsel & Secretary