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Get filing alertsRigel shareholders approve equity plan expansion amid elevated dilution concerns
Filed May 20, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Shareholders approved 500,000-share increase to 2018 Equity Incentive Plan with 63.0% support (6,497,964 for vs 3,813,701 against); 37.0% opposition reflects elevated concern about equity dilution.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Shareholders approved 360,000-share increase to Employee Stock Purchase Plan, expanding pool for employee stock purchases.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Three directors elected to serve until 2029: Alison Hannah (85.5% support), Walter Moos (97.7%), and Raul Rodriguez (98.2%).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay approved with 87.5% support (9,013,480 for vs 1,291,609 against); auditor ratification passed with 89.3% support (12,590,773 for vs 1,506,852 against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Rigel Pharmaceuticals held its 2026 annual meeting on May 14, where shareholders approved expansions to two equity compensation plans. The 2018 Equity Incentive Plan received approval to add 500,000 shares, though with notably divided support—63.0% voted for while 37.0% voted against.
This level of opposition is elevated for an equity plan amendment and signals meaningful shareholder concern about dilution from additional equity grants. The Employee Stock Purchase Plan also received approval to add 360,000 shares for employee stock purchases. All three director nominees were elected with strong support ranging from 85.5% to 98.2%.
The say-on-pay advisory vote passed with 87.5% support, and Ernst & Young's appointment as auditor was ratified with 89.3% support—both within normal ranges. For existing shareholders, the equity plan expansion increases potential dilution by 860,000 shares total across both plans, with the 2018 Plan's contested approval suggesting investors are monitoring the pace of equity-based compensation closely.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Rigel Pharmaceuticals held its 2026 annual meeting; shareholders elected three directors, approved equity plans, and ratified auditor selection.
Show 3 minor / wording changes
Added in current filing · view on EDGAR →
Name of Director For Withheld Abstain Broker Non-Votes
Alison Hannah, M.D. 9,202,113 1,469,709 49,583 3,406,029
Walter Moos, Ph.D. 10,436,673 242,736 41,996 3,406,029
Raul Rodriguez 10,486,503 192,614 42,288 3,406,029
Shareholders elected all three director nominees to serve until the 2029 annual meeting. Alison Hannah received 85.5% support (9,202,113 for vs 1,469,709 withheld), Walter Moos received 97.7% support (10,436,673 for vs 242,736 withheld), and Raul Rodriguez received 98.2% support (10,486,503 for vs 192,614 withheld), all calculated as percentages of votes cast excluding abstentions and broker non-votes.
Added in current filing · view on EDGAR →
For Against Abstain Broker Non-Votes
9,013,480 1,291,609 416,316 3,406,029
Shareholders approved executive compensation on an advisory basis with 87.5% support (9,013,480 for vs 1,291,609 against, calculated as percentage of votes cast excluding abstentions and broker non-votes). The 12.5% opposition is within normal ranges for say-on-pay votes.
Added in current filing · view on EDGAR →
For Against Abstain Broker Non-Votes
12,590,773 1,506,852 29,809 —
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026 with 89.3% support (12,590,773 for vs 1,506,852 against, calculated as percentage of votes cast excluding abstentions). The 10.7% opposition is within typical ranges for auditor ratification votes.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Shareholders approved amendments to two equity plans, adding 500,000 shares to the 2018 Equity Incentive Plan and 360,000 shares to the ESPP.
Added in current filing · verify on EDGAR →
On May 14, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rigel Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan, as amended (the “Amended 2018 Plan”), to, among other things, add an additional 500,000 shares to the number of shares of common stock authorized for issuance under the Amended 2018 Plan.
Shareholders approved an amendment to the 2018 Equity Incentive Plan that increases the share reserve by 500,000 shares. This expands the pool of shares available for equity compensation grants to employees, directors, and consultants. The amendment became effective immediately upon approval at the annual meeting.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 14, 2026, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Amended ESPP”), to, among other things, add an additional 360,000 shares to the number of shares of common stock authorized for issuance under the Amended ESPP.
Shareholders approved an amendment to the Employee Stock Purchase Plan that increases the share reserve by 360,000 shares. This expands the pool of shares available for employee stock purchases through the ESPP program. The amendment became effective immediately upon approval at the annual meeting.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify