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PPHM > SEC Filings for PPHM > Form 8-K on 18-Oct-2013All Recent SEC Filings

Show all filings for PEREGRINE PHARMACEUTICALS INC

Form 8-K for PEREGRINE PHARMACEUTICALS INC


18-Oct-2013

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On October 17, 2013, at the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of Peregrine Pharmaceuticals, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Second Amendment") to the Company's 2011 Stock Incentive Plan (the "2011 Plan") to increase by 7,000,000 shares the number of shares of the Company's common stock reserved for issuance under the 2011 Plan to up to 18,500,000 shares.

The Second Amendment previously had been approved by the Compensation Committee of the Company's Board of Directors (the "Committee") on June 6, 2013, subject to stockholder approval. The Second Amendment became effective immediately upon stockholder approval at the Annual Meeting.

Persons eligible to participate in the 2011 Plan, as amended by the Second Amendment, will continue to include all employees, officers, non-employee directors of, and consultants to, the Company or an affiliate, as determined by the Committee.

This summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit A to the Company's Definitive Proxy Statement for its 2013 Annual Stockholders Meeting filed with the Securities and Exchange Commission on August 26, 2013 and incorporated herein by this reference. In addition, a more detailed summary of the 2011 Plan, as amended by the Second Amendment, can be found in such Definitive Proxy Statement, under "Proposal No. 3: Approval of an Amendment to our 2011 Stock Incentive Plan to Increase the Number of Shares Available for Issuance Under the 2011 Stock Incentive Plan."



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2013 Annual Meeting on October 17, 2013. Out of 155,197,357 shares of our common stock (as of the record date of August 22, 2013) entitled to vote at the Annual Meeting, there were 118,091,058 shares present in person or represented by proxy, representing 76% of the total outstanding shares of our common stock entitled to vote. At the Annual Meeting, the Company's stockholders voted on each of the following four proposals. The final voting results of each proposal are set forth below.

Proposal No. 1: Election of Directors

The Company's stockholders elected each of the four nominees named below to serve on the Company's Board of Directors until the Company's 2014 Annual Meeting of Stockholders. The votes were as follows:

Nominee                   Votes For    Votes Withheld   Broker Non-Votes
Carlton M. Johnson, Jr.   31,863,556     14,729,024        71,498,478
Steven W. King            34,373,556     12,219,024        71,498,478
David H. Pohl             32,601,910     13,990,670        71,498,478
Eric S. Swartz            32,540,158     14,052,422        71,498,478

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

The Company's stockholders approved the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending April 30, 2014. The votes were as follows:

Votes For Votes Against Abstain
114,190,456 3,587,029 313,573

Proposal No. 3: To Approve an Amendment to the Company's 2011 Stock Incentive Plan

The Company's stockholders approved an amendment to the Company's 2011 Stock Incentive Plan (the "2011 Plan") to increase by 7,000,000 shares the number of shares of the Company's common stock reserved for issuance under the 2011 Plan to up to 18,500,000 shares. The votes were as follows:

Votes For Votes Against Abstain Broker Non-Votes 26,950,223 13,154,881 6,487,476 71,498,478

Proposal No. 4: To Approve, On an Advisory Basis, the Compensation of the Named Executive Officers

The Company's stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's Definitive Proxy Statement for its 2013 Annual Stockholders Meeting. The votes were as follows:

Votes For Votes Against Abstain Broker Non-Votes 32,840,853 12,817,857 933,870 71,498,478

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