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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lexicon Pharmaceuticals Inc | NASDAQ:LXRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.16 | 10.39% | 1.70 | 1.69 | 1.74 | 1.77 | 1.51 | 1.59 | 7,090,148 | 00:58:27 |
o
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Preliminary Proxy Statement
|
o
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Confidential, for Use of the Commission Only
|
x
|
Definitive Proxy Statement
|
|
(as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Additional Materials
|
|
|
o
|
Soliciting Material Pursuant to Rule 14a-11(c)or Rule 14a-12
|
|
|
LEXICON PHARMACEUTICALS, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
x
|
No fee required.
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies: N/A
|
(2)
|
Aggregate number of securities to which transaction applies: N/A
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A
|
(4)
|
Proposed maximum aggregate value of transaction: N/A
|
(5)
|
Total fee paid: $0
|
o
|
Fee paid previously with preliminary materials: N/A
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
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Filing Party:
|
(4)
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Date Filed
|
•
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elect three Class III directors;
|
•
|
ratify and approve the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018; and
|
|
|
|
•
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the election of three Class III directors;
|
•
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an advisory vote on the compensation paid to our named executive officers; and
|
•
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a proposal to ratify and approve the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018.
|
•
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If your shares are registered in your own name, please contact our transfer agent, Computershare Inc., and inform them of your request by calling them at (877) 854-4583 or writing them at P.O. Box 30170, College Station, Texas 77842 or 211 Quality Circle, Suite 210, College Station, Texas 77845 for overnight correspondence.
|
•
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If an intermediary, such as a broker or bank, holds your shares, please contact Broadridge and inform them of your request by calling them at (800) 542-1061 or writing them at Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Be sure to include your name, the name of your brokerage firm and your account number.
|
Name
|
Age
|
Position with the Company
|
Year First
Became a Director
|
Philippe J. Amouyal
|
59
|
Director (Class III)
|
2007
|
Lonnel Coats
|
53
|
President and Chief Executive Officer and Director (Class III)
|
2014
|
Frank P. Palantoni
|
60
|
Director (Class III)
|
2004
|
Name
|
Age
|
Position with the Company
|
Raymond Debbane
(3)
|
63
|
Chairman of the Board of Directors (Class I)
|
Philippe J. Amouyal
(2)
|
59
|
Director (Class III)
|
Samuel L. Barker, Ph.D.
(1) (2)
|
75
|
Director (Class II)
|
Lonnel Coats
|
53
|
President and Chief Executive Officer and Director (Class III)
|
Robert J. Lefkowitz, M.D.
(3)
|
74
|
Director (Class I)
|
Alan S. Nies, M.D.
|
80
|
Director (Class I)
|
Frank P. Palantoni
(1) (2)
|
60
|
Director (Class III)
|
Christopher J. Sobecki
|
59
|
Director (Class II)
|
Judith L. Swain, M.D.
(1) (3)
|
69
|
Director (Class II)
|
(1)
|
Member of the Audit Committee
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of the Corporate Governance Committee
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Audit fees
(1)
|
$
|
563,257
|
|
|
$
|
421,100
|
|
Audit-related fees
(2)
|
30,900
|
|
|
30,000
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
|
$
|
594,157
|
|
|
$
|
451,100
|
|
(1)
|
“Audit fees” include professional services rendered for (i) the audit of our internal control over financial reporting, as required by the Sarbanes-Oxley Act of 2002, for the fiscal years ended December 31, 2016 and 2017, (ii) the audit of our annual financial statements for the fiscal years ended December 31, 2016 and 2017, (iii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years and (iv) the issuance of consents and other matters relating to registration statements filed by us.
|
(2)
|
“Audit-related fees” include assurance or related services reasonably related to our audit for the fiscal years ended December 31, 2016 and 2017. These fees related to the audit of the financial statements of our 401(k) plan.
|
•
|
each of the individuals listed in “Executive and Director Compensation - Summary Compensation Table for 2017”;
|
•
|
each of our directors;
|
•
|
each person, or group of affiliated persons, who is known by us to own beneficially five percent or more of our common stock; and
|
•
|
all current directors and executive officers as a group.
|
|
|
Beneficial Ownership
|
|||||||
|
|
Number of Shares Beneficially Owned
|
|
Shares Issuable Pursuant to Options Exercisable or Restricted Stock Units Scheduled to Vest within 60 Days of February 26, 2018
|
|
Percentage Ownership
|
|||
Invus, L.P., Invus Public Equities, L.P., Invus C.V. and Artal International S.C.A.
(1)
|
|
62,595,864
|
|
|
—
|
|
|
59.3
|
%
|
FMR LLC
(2)
|
|
15,838,169
|
|
|
—
|
|
|
15.0
|
%
|
UBS Group AG
(3)
|
|
5,595,669
|
|
|
—
|
|
|
5.3
|
%
|
Lonnel Coats
|
|
42,985
|
|
|
373,944
|
|
|
*
|
|
Jeffrey L. Wade, J.D.
|
|
49,597
|
|
|
464,768
|
|
|
*
|
|
Pablo Lapuerta, Ph.D.
|
|
24,613
|
|
|
263,965
|
|
|
*
|
|
Alexander A. Santini
|
|
1,259
|
|
|
42,868
|
|
|
*
|
|
Praveen Tyle, Ph.D.
|
|
—
|
|
|
64,873
|
|
|
*
|
|
Raymond Debbane
(4)
|
|
4,331,552
|
|
|
22,615
|
|
|
4.1
|
%
|
Philippe J. Amouyal
|
|
10,338
|
|
|
22,615
|
|
|
*
|
|
Samuel L. Barker, Ph.D.
|
|
25,623
|
|
|
28,330
|
|
|
*
|
|
Robert J. Lefkowitz, M.D.
|
|
10,338
|
|
|
22,615
|
|
|
*
|
|
Alan S. Nies, M.D.
|
|
11,052
|
|
|
22,615
|
|
|
*
|
|
Frank P. Palantoni
|
|
10,338
|
|
|
22,615
|
|
|
*
|
|
Christopher J. Sobecki
|
|
10,480
|
|
|
22,615
|
|
|
*
|
|
Judith L. Swain, M.D.
|
|
10,338
|
|
|
22,615
|
|
|
*
|
|
All current directors and executive officers as a group
(4)
(15 persons)
|
|
4,602,838
|
|
|
1,918,710
|
|
|
6.1
|
%
|
(1)
|
Based upon a Schedule 13D/A filed with the SEC on November 26, 2014 and a Form 4 filed with the SEC on November 17, 2017, reflecting the beneficial ownership of our common stock by Invus, L.P., Invus Public Equities, L.P., Invus C.V., Artal International S.C.A. and related parties. Invus, L.P. and related parties may be deemed to have sole investment and voting power with respect to 35,402,689 of such shares and shared voting power with respect to 1,550,000 of such shares. Invus Public Equities, L.P. and related parties may be deemed to have sole investment and shared voting power with respect to 1,550,000
|
(2)
|
Based upon a Schedule 13G/A filed with the SEC on February 13, 2018, reflecting the beneficial ownership of our common stock by FMR LLC and related parties. FMR LLC has sole investment power with respect to all of such shares and sole voting power with respect to 4,383,295 of such shares. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
|
(3)
|
Based upon a Schedule 13G/A filed with the SEC on February 13, 2018 and certain representations made to us by UBS Group AG. The number of shares beneficially owned by UBS Group AG includes an indeterminate number of shares issuable upon conversion of our 5.25% Convertible Senior Notes due 2021. UBS Group AG has shared investment power with respect to all of such shares and sole voting power with respect to 5,278,497 of such shares. UBS Group AG disclaims beneficial ownership of all of such shares. The address for UBS Group AG is Bahnhofstrasse 45, Zurich, Switzerland.
|
(4)
|
The number of shares beneficially owned by Mr. Debbane includes 4,321,214 shares beneficially owned by Invus C.V. and related parties. Mr. Debbane disclaims beneficial ownership of these shares.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price per share of outstanding options, warrants and rights
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders
(1)
|
|
5,906,757
|
|
|
$
|
11.1653
|
|
|
6,565,872
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
5,906,757
|
|
|
$
|
11.1653
|
|
|
6,565,872
|
|
(1)
|
Consists of shares of our common stock issuable upon the exercise of outstanding stock options or vesting of outstanding restricted stock units granted under our 2017 Equity Incentive Plan and 2017 Non-Employee Directors’ Equity Incentive Plan or remaining available for issuance under those plans.
|
(2)
|
Reflects only the weighted-average exercise price per share of outstanding stock options granted under our 2017 Equity Incentive Plan and 2017 Non-Employee Directors’ Equity Incentive Plan and excludes from such calculation 945,723 restricted stock units granted under our 2017 Equity Incentive Plan pursuant to which shares of our common stock may be issued for no additional consideration.
|
•
|
a base salary, which reflects the responsibilities relating to the position and individual performance;
|
•
|
variable annual cash bonus awards, determined relative to pre-established bonus targets expressed as a percentage of base salary; and
|
•
|
long-term stock-based incentive awards, designed to provide a continuing proprietary interest in our success.
|
Acceleron Pharma Inc.
|
Exelixis, Inc.
|
Orexigen Therapeutics, Inc.
|
Anacor Pharmaceuticals, Inc.
|
Keryx Biopharmaceuticals, Inc.
|
Portola Pharmaceuticals, Inc.
|
Arena Pharmaceuticals, Inc.
|
MacroGenics, Inc.
|
Sangamo BioSciences, Inc.
|
Array Biopharma Inc.
|
OncoMed Pharmaceuticals, Inc.
|
Sarepta Therapeutics, Inc.
|
Dynavax Technologies Corporation
|
|
|
Acceleron Pharma Inc.
|
Clovis Oncology, Inc.
|
MacroGenics, Inc.
|
Anacor Pharmaceuticals, Inc.
|
Corcept Therapeutics Incorporated
|
Neurocrine Biosciences, Inc.
|
Ariad Pharmaceuticals, Inc.
|
Exelixis, Inc.
|
Portola Pharmaceuticals, Inc.
|
Array Biopharma Inc.
|
Halozyme Therapeutics, Inc.
|
Sarepta Therapeutics, Inc.
|
Avanir Pharmaceuticals, Inc.
|
Ironwood Pharmaceuticals, Inc.
|
Supernus Pharmaceuticals, Inc.
|
•
|
the completion of a Phase 2 clinical trial of sotagliflozin in patients with type 1 diabetes, with positive results, and the progression of preparations for pivotal Phase 3 clinical trials of sotagliflozin in patients with type 1 diabetes;
|
•
|
the progression of enrollment for a pivotal Phase 3 clinical trial of telotristat ethyl in patients with carcinoid syndrome;
|
•
|
our entry into a strategic partnership with Ipsen Pharma SAS for the commercialization of telotristat ethyl outside of the United States, Canada and Japan;
|
•
|
our progress relative to our objectives in advancing our other nonclinical drug development programs; and
|
•
|
our performance relative to our objectives for financial performance, specifically relating to year-end cash and investments and business development.
|
•
|
our entry into a strategic partnership with Sanofi for the worldwide development and commercialization of sotagliflozin;
|
•
|
the expansion of our strategic partnership with Ipsen Pharma SAS for the commercialization of telotristat ethyl in Canada;
|
•
|
the completion of a pivotal Phase 3 clinical trial and a second companion Phase 3 clinical trial of telotristat ethyl in patients with carcinoid syndrome, with positive results;
|
•
|
our progress relative to our objectives in preparing for the filing of a new drug application and the commercial launch of telotristat ethyl in the United States;
|
•
|
the initiation of and progression of enrollment for Phase 3 clinical trials of sotagliflozin in patients with type 1 diabetes;
|
•
|
our progress relative to our objectives in advancing our other nonclinical drug development programs; and
|
•
|
our performance relative to our objectives for financial performance, specifically relating to year-end cash and investments and management of our financial resources.
|
•
|
our announcement of positive top-line results from two pivotal Phase 3 clinical trials and the completion of enrollment in a third Phase 3 clinical trial of sotagliflozin in patients with type 1 diabetes;
|
•
|
the completion of two additional Phase 2 clinical trials of sotagliflozin in patients with type 1 diabetes;
|
•
|
our filing of a new drug application for telotristat ethyl and the acceptance and granting of priority review of such new drug application by the United States Food and Drug Administration;
|
•
|
our progress relative to our objectives in preparing for the commercial launch of telotristat ethyl in the United States;
|
•
|
our progress relative to our objectives in advancing our other preclinical drug development programs; and
|
•
|
our performance relative to our objectives for financial performance and business development, specifically relating to year-end cash and investments and management of our financial resources.
|
•
|
the approval of our application for regulatory approval to market XERMELO
®
(telotristat ethyl) in the United States;
|
•
|
our progress relative to our objectives for the launch and commercial performance of XERMELO in the United States;
|
•
|
our announcement of positive additional data from two pivotal Phase 3 clinical trials of sotagliflozin in patients with type 1 diabetes and positive pooled continuous glucose monitoring data from such studies;
|
•
|
our announcement of positive top-line results from a third Phase 3 clinical trial of sotagliflozin in patients with type 1 diabetes and the publication of data from such study in the New England Journal of Medicine;
|
•
|
our progress relative to our objectives in preparing, in collaboration with Sanofi, for the filing of applications for regulatory approval to market sotagliflozin for type 1 diabetes in the United States and the European Union;
|
•
|
our progress relative to our objectives in advancing our other clinical and preclinical drug development programs; and
|
•
|
our performance relative to our objectives for financial performance and business development, specifically relating to year-end cash and investments and management of our financial resources.
|
Name and Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock Awards
(1)
|
|
Option
Awards
(2)
|
|
All Other
Compensation
(3)
|
|
Total
|
||||||||||||
Lonnel Coats
|
|
2017
|
|
$
|
618,259
|
|
|
$
|
392,585
|
|
|
$
|
309,738
|
|
|
$
|
879,785
|
|
|
$
|
11,820
|
|
|
$
|
2,212,187
|
|
President, Chief Executive
|
|
2016
|
|
$
|
597,568
|
|
|
$
|
444,675
|
|
|
$
|
275,192
|
|
|
$
|
850,441
|
|
|
$
|
6,770
|
|
|
$
|
2,174,646
|
|
Officer and Director
|
|
2015
|
|
$
|
561,835
|
|
|
$
|
439,912
|
|
|
$
|
270,021
|
|
|
$
|
826,945
|
|
|
$
|
720
|
|
|
$
|
2,099,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Jeffrey L. Wade
|
|
2017
|
|
$
|
427,038
|
|
|
$
|
154,963
|
|
|
$
|
161,584
|
|
|
$
|
459,175
|
|
|
$
|
11,675
|
|
|
$
|
1,214,435
|
|
Executive Vice President,
|
|
2016
|
|
$
|
416,783
|
|
|
$
|
182,393
|
|
|
$
|
147,436
|
|
|
$
|
455,790
|
|
|
$
|
11,202
|
|
|
$
|
1,213,604
|
|
Corporate and Administrative
|
|
2015
|
|
$
|
401,227
|
|
|
$
|
238,108
|
|
|
$
|
144,710
|
|
|
$
|
443,181
|
|
|
$
|
7,205
|
|
|
$
|
1,234,431
|
|
Affairs and Chief Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pablo Lapuerta, M.D.
|
|
2017
|
|
$
|
394,604
|
|
|
$
|
100,233
|
|
|
$
|
149,310
|
|
|
$
|
424,303
|
|
|
$
|
11,609
|
|
|
$
|
1,080,059
|
|
Executive Vice President
|
|
2016
|
|
$
|
385,949
|
|
|
$
|
144,400
|
|
|
$
|
138,662
|
|
|
$
|
428,547
|
|
|
$
|
11,158
|
|
|
$
|
1,108,716
|
|
and Chief Medical Officer
|
|
2015
|
|
$
|
377,963
|
|
|
$
|
125,606
|
|
|
$
|
113,386
|
|
|
$
|
347,237
|
|
|
$
|
7,172
|
|
|
$
|
971,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Alexander A. Santini
|
|
2017
|
|
$
|
393,830
|
|
|
$
|
93,313
|
|
|
$
|
149,743
|
|
|
$
|
425,329
|
|
|
$
|
11,611
|
|
|
$
|
1,073,826
|
|
Executive Vice President
|
|
2016
|
|
$
|
313,572
|
|
|
$
|
162,000
|
|
|
$
|
77,162
|
|
|
$
|
139,132
|
|
|
$
|
11,051
|
|
|
$
|
702,917
|
|
and Chief Commercial Officer
|
|
2015
|
|
$
|
201,434
|
|
|
$
|
58,000
|
|
|
$
|
—
|
|
|
$
|
64,148
|
|
|
$
|
5,353
|
|
|
$
|
328,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Praveen Tyle, Ph.D.
|
|
2017
|
|
$
|
454,383
|
|
|
$
|
165,645
|
|
|
$
|
172,702
|
|
|
$
|
490,867
|
|
|
$
|
11,736
|
|
|
$
|
1,295,333
|
|
Executive Vice President,
|
|
2016
|
|
$
|
278,509
|
|
|
$
|
182,500
|
|
|
$
|
—
|
|
|
$
|
942,900
|
|
|
$
|
26,373
|
|
(4)
|
$
|
1,430,282
|
|
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock awards granted in 2017, 2016 and 2015, in each case based on the market price of our common stock on the date of grant, calculated in accordance with the process for determination of fair market value under our 2017 Equity Incentive Plan.
|
(2)
|
Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock options granted in 2017, 2016 and 2015. See the information appearing under the heading entitled “Stock-Based Compensation” in footnote 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2017 for certain assumptions made in the valuation of such stock options.
|
(3)
|
Includes the following amounts in respect of company matching contributions under our 401(k) plan and company-paid premiums for group term life insurance. The company-paid life insurance premiums reflect payments for group term life policies maintained for the benefit of all employees.
|
|
|
Year
|
|
Company 401(k)
Matching Contribution
|
|
Company-Paid
Group Term
Life Insurance Premiums
|
||||
Lonnel Coats
|
|
2017
|
|
$
|
10,800
|
|
|
$
|
1,020
|
|
|
|
2016
|
|
$
|
6,050
|
|
|
$
|
720
|
|
|
|
2015
|
|
$
|
—
|
|
|
$
|
720
|
|
|
|
|
|
|
|
|
||||
Jeffrey L. Wade
|
|
2017
|
|
$
|
10,800
|
|
|
$
|
875
|
|
|
|
2016
|
|
$
|
10,600
|
|
|
$
|
602
|
|
|
|
2015
|
|
$
|
6,625
|
|
|
$
|
580
|
|
|
|
|
|
|
|
|
||||
Pablo Lapuerta, M.D.
|
|
2017
|
|
$
|
10,800
|
|
|
$
|
809
|
|
|
|
2016
|
|
$
|
10,600
|
|
|
$
|
558
|
|
|
|
2015
|
|
$
|
6,625
|
|
|
$
|
547
|
|
|
|
|
|
|
|
|
||||
Alexander A. Santini
|
|
2017
|
|
$
|
10,800
|
|
|
$
|
811
|
|
|
|
2016
|
|
$
|
10,600
|
|
|
$
|
451
|
|
|
|
2015
|
|
$
|
5,075
|
|
|
$
|
278
|
|
|
|
|
|
|
|
|
||||
Praveen Tyle, Ph.D.
|
|
2017
|
|
$
|
10,800
|
|
|
$
|
936
|
|
|
|
2016
|
|
$
|
—
|
|
|
$
|
378
|
|
(4)
|
Includes $25,995 in relocation expenses paid to Dr. Tyle.
|
•
|
As disclosed in the Summary Compensation Table above, the annual total compensation of Lonnel Coats, our president and chief executive officer, was $2,212,187 in 2017; and
|
•
|
The annual total compensation of the employee identified as the median compensated employee of our company (other than Mr. Coats) was $209,798 in 2017.
|
Name
|
Grant Date
|
|
Number of Restricted Stock Units
|
|
Number of Securities Underlying Options
|
|
Exercise Price of Option Awards
|
|
Closing
Market Price
on the Grant
Date of Option
Awards
|
|
Grant Date Fair Value of Stock and Option Awards
|
||||||||
Lonnel Coats
|
2/9/2017
|
|
21,450
|
|
|
|
|
|
|
|
|
$
|
309,738
|
|
|||||
|
2/9/2017
|
|
|
|
85,780
|
|
|
$
|
14.44
|
|
|
$
|
14.99
|
|
|
$
|
879,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jeffrey L. Wade
|
2/9/2017
|
|
11,190
|
|
|
|
|
|
|
|
|
$
|
161,584
|
|
|||||
|
2/9/2017
|
|
|
|
44,770
|
|
|
$
|
14.44
|
|
|
$
|
14.99
|
|
|
$
|
459,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pablo Lapuerta, M.D.
|
2/9/2017
|
|
10,340
|
|
|
|
|
|
|
|
|
$
|
149,310
|
|
|||||
|
2/9/2017
|
|
|
|
41,370
|
|
|
$
|
14.44
|
|
|
$
|
14.99
|
|
|
$
|
424,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Alexander A. Santini
|
2/9/2017
|
|
10,370
|
|
|
|
|
|
|
|
|
$
|
149,743
|
|
|||||
|
2/9/2017
|
|
|
|
41,470
|
|
|
$
|
14.44
|
|
|
$
|
14.99
|
|
|
$
|
425,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Praveen Tyle, Ph.D.
|
2/9/2017
|
|
11,960
|
|
|
|
|
|
|
|
|
$
|
172,702
|
|
|||||
|
2/9/2017
|
|
|
|
47,860
|
|
|
$
|
14.44
|
|
|
$
|
14.99
|
|
|
$
|
490,867
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market Value
|
|||||||
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
of Restricted
|
|||||||
|
|
Number of Securities
|
|
Option
|
|
Option
|
|
Stock Units
|
|
Stock Units
|
|||||||||
|
|
Underlying Unexercised Options
|
|
Exercise
|
|
Expiration
|
|
That Have
|
|
That Have
|
|||||||||
|
|
Exercisable
|
|
Unexercisable
(1)
|
|
Price
|
|
Date
|
|
Not Vested
(2)
|
|
Not Vested
(3)
|
|||||||
Lonnel Coats
|
|
104,170
|
|
|
17,758
|
|
|
$
|
11.76
|
|
|
7/7/2024
|
|
|
|
|
|
|
|
|
|
122,829
|
|
|
50,542
|
|
|
$
|
6.23
|
|
|
2/5/2025
|
|
|
|
|
|
|
|
|
|
61,531
|
|
|
72,699
|
|
|
$
|
8.20
|
|
|
2/11/2026
|
|
|
|
|
|||
|
|
—
|
|
|
85,780
|
|
|
$
|
14.44
|
|
|
2/9/2027
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
21,671
|
|
|
$
|
214,109
|
|
||||
|
|
|
|
|
|
|
|
|
|
25,170
|
|
|
$
|
248,680
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,450
|
|
|
$
|
211,926
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jeffrey L. Wade
|
|
28,571
|
|
|
—
|
|
|
$
|
14.49
|
|
|
2/7/2018
|
|
|
|
|
|
||
|
|
53,571
|
|
|
—
|
|
|
$
|
10.15
|
|
|
2/12/2019
|
|
|
|
|
|
|
|
|
|
53,570
|
|
|
—
|
|
|
$
|
13.30
|
|
|
2/15/2020
|
|
|
|
|
|
|
|
|
|
14,285
|
|
|
—
|
|
|
$
|
10.64
|
|
|
5/17/2020
|
|
|
|
|
|
|
|
|
|
42,857
|
|
|
—
|
|
|
$
|
12.67
|
|
|
2/23/2021
|
|
|
|
|
|
|
|
|
|
44,570
|
|
|
—
|
|
|
$
|
12.60
|
|
|
2/15/2022
|
|
|
|
|
|
|
|
|
|
38,856
|
|
|
—
|
|
|
$
|
14.63
|
|
|
2/8/2023
|
|
|
|
|
|
|
|
|
|
44,914
|
|
|
1,942
|
|
|
$
|
12.04
|
|
|
2/6/2024
|
|
|
|
|
|
|
|
|
|
65,827
|
|
|
27,087
|
|
|
$
|
6.23
|
|
|
2/5/2025
|
|
|
|
|
|
|
|
|
|
32,977
|
|
|
38,963
|
|
|
$
|
8.20
|
|
|
2/11/2026
|
|
|
|
|
|
|
|
|
|
—
|
|
|
44,770
|
|
|
$
|
14.44
|
|
|
2/9/2027
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
2,929
|
|
|
$
|
28,939
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,614
|
|
|
$
|
114,746
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,485
|
|
|
$
|
133,232
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,190
|
|
|
$
|
110,557
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pablo Lapuerta, M.D.
|
|
28,571
|
|
|
—
|
|
|
$
|
12.04
|
|
|
3/23/2021
|
|
|
|
|
|
|
|
|
|
29,714
|
|
|
—
|
|
|
$
|
12.60
|
|
|
2/15/2022
|
|
|
|
|
|
|
|
|
|
39,999
|
|
|
—
|
|
|
$
|
14.63
|
|
|
2/8/2023
|
|
|
|
|
|||
|
|
43,271
|
|
|
1,871
|
|
|
$
|
12.04
|
|
|
2/6/2024
|
|
|
|
|
|||
|
|
51,577
|
|
|
21,222
|
|
|
$
|
6.23
|
|
|
2/5/2025
|
|
|
|
|
|||
|
|
31,006
|
|
|
36,634
|
|
|
$
|
8.20
|
|
|
2/11/2026
|
|
|
|
|
|||
|
|
—
|
|
|
41,370
|
|
|
$
|
14.44
|
|
|
2/9/2027
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
2,821
|
|
|
$
|
27,871
|
|
||||
|
|
|
|
|
|
|
|
|
|
9,100
|
|
|
$
|
89,908
|
|
||||
|
|
|
|
|
|
|
|
|
|
12,683
|
|
|
$
|
125,308
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,340
|
|
|
$
|
102,159
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Alexander A. Santini
|
|
12,383
|
|
|
6,188
|
|
|
$
|
7.21
|
|
|
4/20/2025
|
|
|
|
|
|||
|
|
10,066
|
|
|
11,894
|
|
|
$
|
8.20
|
|
|
2/11/2026
|
|
|
|
|
|
|
|
|
|
—
|
|
|
41,470
|
|
|
$
|
14.44
|
|
|
2/9/2027
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
7,058
|
|
|
$
|
69,733
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,370
|
|
|
$
|
102,456
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Praveen Tyle, Ph.D.
|
|
39,588
|
|
|
60,412
|
|
|
$
|
12.24
|
|
|
5/16/2026
|
|
|
|
|
|
|
|
|
|
—
|
|
|
47,860
|
|
|
$
|
14.44
|
|
|
2/9/2027
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
11,960
|
|
|
$
|
118,165
|
|
(1)
|
Each stock option vests with respect to 25% of the shares underlying the stock option on the first anniversary of the grant date and 1/48
th
per month for each month of service thereafter.
|
(2)
|
Each restricted stock unit vests with respect to 25% of the shares underlying the restricted stock unit on February 28 of each of the four years following the year of grant.
|
(3)
|
Based on the closing price of our common stock on the Nasdaq Global Select Market of $9.88 per share on December 31, 2017.
|
Name
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting
(1)
|
||||||
Lonnel Coats
|
—
|
|
|
$
|
—
|
|
|
19,226
|
|
|
$
|
316,268
|
|
Jeffrey L. Wade
|
—
|
|
|
$
|
—
|
|
|
15,659
|
|
|
$
|
257,591
|
|
Pablo Lapuerta, M.D.
|
—
|
|
|
$
|
—
|
|
|
14,099
|
|
|
$
|
231,929
|
|
Alexander A. Santini
|
—
|
|
|
$
|
—
|
|
|
2,352
|
|
|
$
|
38,690
|
|
Praveen Tyle, Ph.D.
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Based on the closing price of our common stock on the Nasdaq Global Select Market of $16.45 per share on February 27, 2017, the last trading day prior to the date of vesting.
|
•
|
the individual having engaged in intentional misconduct causing our material violation of any state or federal laws;
|
•
|
the individual having engaged in a theft of corporate funds or corporate assets or in a material act of fraud upon us;
|
•
|
an act of personal dishonesty taken by the individual that was intended to result in personal enrichment of the individual at our expense; or
|
•
|
the individual’s conviction of a felony.
|
•
|
any person becomes the beneficial owner of securities representing 50% or more of the combined voting power of our outstanding voting securities;
|
•
|
the approval by our stockholders of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation; or
|
•
|
our liquidation or dissolution or the sale of all or substantially all of our assets.
|
•
|
Mr. Wade having engaged in intentional misconduct causing our material violation of any state or federal laws;
|
•
|
Mr. Wade having engaged in a theft of corporate funds or corporate assets or in a material act of fraud upon us;
|
•
|
an act of personal dishonesty taken by Mr. Wade that was intended to result in his personal enrichment at our expense;
|
•
|
Mr. Wade’s final conviction in a court of competent jurisdiction of a felony; or
|
•
|
a breach by Mr. Wade during his employment of the conflict of interest, confidential information and non-competition covenants under the agreement, if such breach results in a material injury to our company.
|
•
|
any material diminution in Mr. Wade’s base compensation, followed by Mr. Wade terminating his employment for “good reason” within 120 days after receiving notice of such diminution;
|
•
|
any material diminution in Mr. Wade’s authority, duties or responsibilities, followed by Mr. Wade terminating his employment for “good reason” within 120 days after receiving notice of such diminution; or
|
•
|
any material breach by our company of the agreement, followed by Mr. Wade terminating his employment for “good reason” within 120 days after receiving notice of such breach.
|
•
|
any person other than Invus, L.P. and its affiliates becomes the beneficial owner of securities representing 35% or more of the combined voting power of our outstanding voting securities;
|
•
|
the approval by our stockholders of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation;
|
•
|
our liquidation or dissolution or the sale of all or substantially all of our assets;
|
•
|
the election by our stockholders of any person to our board of directors who has not been nominated for election by a majority of the board of directors or any duly appointed committee thereof;
|
•
|
following the election or removal of directors, a majority of the board of directors consists of individuals who were not members of the board of directors two years before such election or removal, unless the election of such individuals to the board of directors has been approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of the two-year period; or
|
•
|
any other corporate event affecting the company deemed to be a “change in control” by the compensation committee.
|
•
|
any person other than Invus, L.P. and its affiliates becomes the beneficial owner of securities representing 35% or more of the combined voting power of our outstanding voting securities;
|
•
|
the consummation of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation;
|
•
|
our liquidation or dissolution or the sale of all or substantially all of our assets;
|
•
|
following the election or removal of directors, a majority of the board of directors consists of individuals who were not members of the board of directors two years before such election or removal, unless the election of such individuals to the board of directors has been approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of the two-year period; or
|
•
|
any other corporate event affecting the company deemed to be a “change in control” by the compensation committee.
|
•
|
the individual having engaged in intentional misconduct causing our material violation of any state or federal laws;
|
•
|
the individual having engaged in a theft of corporate funds or corporate assets or in a material act of fraud upon us;
|
•
|
an act of personal dishonesty taken by the individual that was intended to result in personal enrichment of the individual at our expense;
|
•
|
the individual’s final conviction, or entry of any plea other than “not guilty,” in a court of competent jurisdiction of a felony; or
|
•
|
a breach by the individual of any contractual or fiduciary obligation to us, if such breach results in a material injury to us.
|
•
|
any material diminution in the individual’s base salary;
|
•
|
any material diminution in the individual’s authority, duties or responsibilities; or
|
•
|
any material breach by our company of any contractual obligation to the individual.
|
Name
|
|
Aggregate Salary Continuation
|
|
Bonus
|
|
Other Compensation
|
|
Accelerated Portion of Stock
Options
(4)
|
|
Accelerated Portion of Restricted Stock Units
(5)
|
|||||||||||
Lonnel Coats
|
|
$
|
623,150
|
|
|
|
$
|
436,205
|
|
|
$
|
—
|
|
|
$
|
306,613
|
|
|
$
|
674,715
|
|
Jeffrey L. Wade
|
|
$
|
430,454
|
|
(1)
|
|
$
|
86,091
|
|
|
$
|
—
|
|
|
$
|
164,325
|
|
|
$
|
387,474
|
|
Pablo Lapuerta, M.D.
|
|
$
|
397,751
|
|
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139,005
|
|
|
$
|
345,246
|
|
Alexander A. Santini
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,504
|
|
|
$
|
172,189
|
|
Praveen Tyle, Ph.D.
|
|
$
|
460,125
|
|
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,165
|
|
(1)
|
Reflects aggregate salary continuation payments due as a result of our termination of Mr. Wade’s employment without “cause” or Mr. Wade’s termination of his employment for “good reason.” If Mr. Wade’s employment had been terminated at the end of a renewal term through notice of non-renewal, the aggregate salary continuation payment for Mr. Wade would have been $215,227.
|
(2)
|
Reflects aggregate salary continuation payments due as a result of our termination of Dr. Lapuerta’s employment without “cause” in connection with a “change in control.” If Dr. Lapuerta’s employment had been terminated without “cause” other than in connection with a “change in control,” the aggregate salary continuation payment for Dr. Lapuerta would have been $198,876.
|
(3)
|
Reflects aggregate salary continuation payments due as a result of our termination of Dr. Tyle’s employment without “cause” in connection with a “change in control.” If Dr. Tyle’s employment had been terminated without “cause” other than in connection with a “change in control,” the aggregate salary continuation payment for Dr. Tyle would have been $230,063.
|
(4)
|
Based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2017 of $9.88 per share, less the exercise price payable with respect to the stock options for which vesting would have been accelerated.
|
(5)
|
Based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2017 of $9.88 per share.
|
•
|
an annual retainer of $15,000 for service on the board of directors ($30,000 for service as non-executive chairman of the board of directors), prorated for any partial year of service;
|
•
|
an annual retainer of $2,500 for service on each committee of the board of directors of which he or she is a member ($5,000 for service as chairman of any such committee), prorated for any partial year of service;
|
•
|
a fee of $2,500 for each meeting of the board of directors that he or she attends in person ($500 for each telephonic meeting of the board of directors in which he or she participates); and
|
•
|
a fee of $1,000 for each committee meeting that he or she attends in person other than in connection with a meeting of the full board of directors ($500 for each telephonic committee meeting in which he or she participates).
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Option Awards
(1) (2) (3)
|
|
Restricted Stock
Awards
(1) (4)
|
|
All Other Compensation
|
|
Total
|
|||||||||||
Raymond Debbane
|
|
$
|
45,500
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
96,424
|
|
|
Philippe J. Amouyal
|
|
$
|
29,000
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
79,924
|
|
|
Samuel L. Barker, Ph.D.
|
|
$
|
32,500
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
83,424
|
|
|
Robert J. Lefkowitz, M.D.
|
|
$
|
26,000
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
$
|
50,000
|
|
(5)
|
|
$
|
126,924
|
|
Alan S. Nies, M.D.
|
|
$
|
25,500
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
$
|
115,000
|
|
(6)
|
|
$
|
191,424
|
|
Frank P. Palantoni
|
|
$
|
34,500
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
85,424
|
|
|
Christopher J. Sobecki
|
|
$
|
25,500
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
76,424
|
|
|
Judith L. Swain, M.D.
|
|
$
|
31,000
|
|
|
$
|
30,928
|
|
|
$
|
19,996
|
|
|
—
|
|
|
|
$
|
81,924
|
|
(1)
|
Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock options and restricted stock awards granted in 2017. See the information appearing under the heading entitled “Stock-Based Compensation” in footnote 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2017 for certain assumptions made in the valuation of such stock options and restricted stock awards.
|
(2)
|
The non-employee members of our board of directors held the following aggregate number of unexercised options as of such date:
|
Name
|
|
Number of Securities Underlying Unexercised Options
|
Raymond Debbane
|
|
22,854
|
Philippe J. Amouyal
|
|
22,854
|
Samuel L. Barker, Ph.D.
|
|
28,569
|
Robert J. Lefkowitz, M.D.
|
|
22,854
|
Alan S. Nies, M.D.
|
|
22,854
|
Frank P. Palantoni
|
|
22,854
|
Christopher J. Sobecki
|
|
22,854
|
Judith L. Swain, M.D.
|
|
22,854
|
(3)
|
The following table presents the fair value of each grant of stock options in 2017 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:
|
Name
|
|
Grant Date
|
|
Number of Securities Underlying Options
|
|
Exercise Price
of Option Awards
|
|
Grant Date
Fair Value of Options
|
||||
Raymond Debbane
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Philippe Amouyal
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Samuel L. Barker, Ph.D.
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Robert J. Lefkowitz, M.D.
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Alan S. Nies, M.D.
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Frank P. Palantoni
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Christopher J. Sobecki
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
Judith L. Swain, M.D.
|
|
4/28/2017
|
|
2,857
|
|
$
|
15.61
|
|
|
$
|
30,928
|
|
(4)
|
The following table presents the fair value of each grant of restricted stock awards in 2017 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:
|
Name
|
|
Grant Date
|
|
Number of Restricted Stock Awards
|
|
Per Share Grant Date Fair Value
|
|
Grant Date
Fair Value of Restricted Stock Awards
|
||||
Raymond Debbane
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Philippe Amouyal
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Samuel L. Barker, Ph.D.
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Robert J. Lefkowitz, M.D.
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Alan S. Nies, M.D.
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Frank P. Palantoni
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Christopher J. Sobecki
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
Judith L. Swain, M.D.
|
|
4/28/2017
|
|
1,281
|
|
$
|
15.61
|
|
|
$
|
19,996
|
|
(5)
|
Consists of amounts paid to Dr. Lefkowitz for his consulting services.
|
(6)
|
Consists of amounts paid to Dr. Nies for his consulting services as chairman of our medical advisory board.
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Annual Report is/are available at
www.proxyvote.com.
|
|
|
|
|
Lexicon Pharmaceuticals, Inc.
Annual Meeting of Stockholders
April 26, 2018
This Proxy is solicited by the Board of Directors
|
|
|
|
|
|
The stockholder(s) hereby appoint(s) Lonnel Coats and Jeffrey L. Wade, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Lexicon Pharmaceuticals, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m. CDT, on April 26, 2018 at the offices of the company, 8800 Technology Forest Place, The Woodlands, Texas, and any adjournment or postponement thereof.
|
|
|
|
|
|
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.
|
|
|
|
|
|
|
|
|
Continued and to be signed on reverse side
|
|
|
|
|
1 Year Lexicon Pharmaceuticals Chart |
1 Month Lexicon Pharmaceuticals Chart |
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