LEXICON PHARMACEUTICALS, INC. — Proxy Solicitation & Information Statement 2009

Mar 13, 2009

DEFA14A 1 proxy2009.htm LEXICON PHARMACEUTICALS DEFA14A 4-23-2009 proxy2009.htm Licensed to: Lexicon Pharmaceuticals Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant

Check the appropriate box:

| o | Preliminary Proxy Statement | Confidential, for Use of the Commission Only | | --- | --- | --- | | o | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | | x | Definitive Additional Materials | | | o | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | |

| LEXICON

PHARMACEUTICALS, INC.
( Name o f Registrant as Specified In Its
Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

| (1) | Title of each class of securities to which transaction applies: N/A | | --- | --- | | (2) | Aggregate number of securities to which transaction applies: N/A | | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A | | (4) | Proposed maximum aggregate value of transaction: N/A | | (5) | Total fee paid: $0 |

| o | Fee paid previously with preliminary materials: N/A | | --- | --- | | o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |

| (1) | Amount Previously Paid: | | --- | --- | | (2) | Form, Schedule or Registration Statement No.: | | (3) | Filing Party: | | (4) | Date Filed |

| LEXICON PHARMACEUTICALS, INC. IMPORTANT NOTICE Regarding

the Availability of Proxy Materials
Proxy
Materials Available
*	Notice and
Proxy Statement
*	Annual
Report
You are
receiving this communication because you hold shares in the
above company, and
the materials you should
review before you cast your vote are now available.
PROXY
MATERIALS - VIEW OR RECEIVE
You
can choose to view the materials online or receive a paper or e-mail
copy. There is NO charge for requesting a copy. Requests,
instructions and other inquiries will NOT be forwarded to your investment
advisor. To
facilitate timely delivery please make the request as instructed
below on or before
04/09/09.
This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained in the
proxy materials before voting.
HOW
TO VIEW MATERIALS VIA THE INTERNET
Have the 12
Digit Control Number available and visit:
www.proxyvote.com
LEXICON
PHARMACEUTICALS, INC 8800 TECHNOLOGY FOREST
PLACE THE WOODLANDS, TX
77381-4287
HOW
TO REQUEST A COPY OF MATERIALS
1)	BY
INTERNET	–	www.proxyvote.com
2)	BY
TELEPHONE	–	1-800-579-1639
3)	BY
E-MAIL*	–	sendmaterial@proxyvote.com
*If requesting
materials by e-mail, please send a blank e-mail with the 12 Digit Control
Number (located on the following page) in the subject line.

See the Reverse Side for Meeting Information and Instructions on How to Vote

| MEETING INFORMATION | | HOW TO VOTE | | --- | --- | --- | | Meeting Type: Meeting Date: Meeting Time: For holders as of: | Annual 04/23/09 1:30 PM CDT 02/23/09 | Vote In Person | | | ● | Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares. | | MEETING LOCATION: | | Vote By Internet | | THE MARRIOTT WOODLANDS WATERWAY & CONVENTION CENTER 1601 LAKE ROBBINS DRIVE THE WOODLANDS, TX 77381 | ● | To vote now by Internet, go to WWW.PROXYVOTE.COM . Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions. |

Voting items

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2, 3 and 4.

1. ELECTION OF CLASS III DIRECTORS

Nominees:

1. Arthur T. Sands, M.D., Ph.D.

2. Philippe J. Amouyal

3. Frank P. Palantoni

| 2. | Approval of the Company's Equity Incentive Plan, amending and restating the Company's existing 2000 Equity Incentive Plan | | --- | --- | | 3. | Approval of the Company's Non-Employee Directors' Stock Option Plan, amending and restating the Company's existing 2000 Non-Employee Directors' Stock Option Plan | | 4. | Ratification and approval of the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2009. | | 5. | In their discretion, upon such other matters that may properly come before the meeting or any adjournment of adjournments thereof. |