Rigel Pharmaceuticals (RIGL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting available online, by phone, or mail.

• Five key proposals are up for vote: election of three directors, amendments to the 2018 Equity Incentive Plan and 2000 Employee Stock Purchase Plan, advisory vote on executive compensation, and ratification of the external auditor.

• The Board recommends voting in favor of all proposals and nominees.

• Forward-looking statements are included, with caution regarding risks and uncertainties.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors for terms expiring at the 2029 annual meeting.

• Proposal 2: Approve an amendment to the 2018 Equity Incentive Plan to add 500,000 shares.

• Proposal 3: Approve an amendment to the 2000 Employee Stock Purchase Plan to add 360,000 shares.

• Proposal 4: Advisory approval of executive compensation (say-on-pay).

• Proposal 5: Ratify Ernst & Young LLP as independent auditor for fiscal year 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, with a majority being independent.

• Directors have diverse backgrounds in clinical, financial, legal, and operational fields.

• Board committees include Audit, Compensation, Finance, Governance, and Scientific/Clinical Trial Advisory.

• Board met seven times in 2025; all directors attended at least 75% of meetings.

• Chairman and CEO roles are separated.