Ligand Pharmaceuticals Announces Annual Meeting Date and Bylaws Clarification.SAN DIEGO -- Ligand Pharmaceuticals Incorporated (Pink Sheets:LGND LGND Luminance Ground ) today announced that it has agreed to a settlement and dismissal of the action filed in Delaware by Third Point LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , requesting that the court set a date for the company's annual meeting of stockholders, among other things. The settlement, which has been submitted to the court for approval, provides that, unless otherwise ordered by the court, Ligand shall hold its annual meeting of stockholders on January 31, 2006. The record date for the meeting shall be between December 5 and December 15, 2005 with the precise date to be determined by the Ligand Board of Directors. The quorum shall be as provided in the company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an . In addition, the Ligand Board of Directors has approved an amendment to the bylaws of the company clarifying the advance notice requirement for a stockholder who wishes to bring business before an annual meeting of stockholders. The amended bylaw by·law n. 1. A law or rule governing the internal affairs of an organization. 2. A secondary law. [Middle English bilawe, body of local regulations; akin to Danish provides that, in the event the annual meeting date has been changed by more than 30 days from the date contemplated in the previous year's proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , stockholder proposals for the annual meeting must be received no later than 20 days after the earlier of the date on which (1) notice of the date of the annual meeting was mailed to stockholders or (2) public disclosure of the date of the meeting was made to stockholders. Previously the bylaws stated that the time for receipt of such proposals was "a reasonable time before the solicitation is made." The full text of the amendment is being filed by the company today with the Securities and Exchange Commission on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. . About Ligand Ligand discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, pain, skin diseases, men's and women's hormone-related diseases, osteoporosis, metabolic disorders, and cardiovascular and inflammatory diseases. Ligand's proprietary drug discovery and development programs are based on its leadership position in gene transcription Gene transcription The process by which genetic information is copied from DNA to RNA, resulting in a specific protein formation. Mentioned in: Gene Therapy technology, primarily related to intracellular receptors. For more information, go to http://www.ligand.com. |
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