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.

• Voting can be conducted electronically, by phone, mail, or in person, with a record date of March 6, 2026, and a quorum requirement of a majority of outstanding shares.

• Proxy materials are available online, and the company encourages prompt voting to ensure representation.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring at 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 reserved 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 reserved 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 2026.

Board of directors and corporate governance

• The board is classified into three classes, with eight current members, a majority of whom are independent under Nasdaq standards.

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

• The board separates the roles of chairman and CEO to enhance independence and risk oversight.

• Directors are encouraged to attend all meetings, with high attendance in 2025.

• A code of business conduct and ethics and an insider trading policy are in place.