Lexicon Pharmaceuticals (LXRX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2026, with voting on key proposals including director elections, amendments to the certificate of incorporation, equity incentive plans, executive compensation, and auditor ratification.

• Shareholders can vote electronically, by phone, or by mail, and may revoke proxies as described in the proxy materials.

• The proxy materials are available online, and the company encourages all shareholders to participate in the voting process.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until the 2029 annual meeting.

• Ratification and approval of the Seventh Amended and Restated Certificate of Incorporation to increase authorized common stock from 450,000,000 to 900,000,000 shares.

• Approval of the 2026 Equity Incentive Plan, increasing shares available for awards from 75,000,000 to 90,000,000 and extending the plan's term.

• Approval of the 2026 Non-Employee Directors' Equity Incentive Plan, increasing shares from 4,000,000 to 6,000,000 and extending the plan's term.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• The board is classified into three classes, with staggered terms; current board has eight members, majority deemed independent.

• Committees include audit, compensation, and corporate governance, each with defined charters and independent members.

• Invus, L.P. has rights to designate directors and committee members based on its ownership percentage.

• Board leadership is separated between chairman and CEO, with regular risk oversight and review of corporate strategy.