Peregrine Pharma (PPHM) Holders Approve 10M Increase to Employee Stock Purchase Plan

October 13, 2016 5:23 PM EDT

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Peregrine Pharma (NASDAQ: PPHM) disclosed in an SEC filing:

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.

At the 2016 Annual Meeting of Stockholders held on October 13, 2016 (the “Annual Meeting”) of Peregrine Pharmaceuticals, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2010 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2010 Employee Stock Purchase Plan by 10,000,000 shares (as so amended, the “Amended ESPP”).

The Amendment previously had been approved by the Compensation Committee of the Company’s Board of Directors on April 22, 2016, subject to stockholder approval. The Amendment became effective immediately upon stockholder approval at the Annual Meeting.

Persons eligible to participate in the Amended ESPP will continue to include all eligible employees and officers of the Company and its subsidiaries.

This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit B to the Company’s Definitive Proxy Statement for its 2016 Annual Stockholders Meeting filed with the Securities and Exchange Commission on August 26, 2016 and incorporated herein by this reference. In addition, a more detailed summary of the Amended ESPP can be found in such Definitive Proxy Statement, under “Proposal No. 4: Approval of an Amendment to our 2010 Employee Stock Purchase Plan.”

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

At the Annual Meeting, there were 241,456,721 shares of our common stock (as of the record date of August 19, 2016) entitled to vote, of which, 189,392,033 shares were present in-person or represented by proxy, representing 78% of the total outstanding shares of our common stock entitled to vote. 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 2017 Annual Meeting of Stockholders. The votes were as follows:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Carlton M. Johnson, Jr. 57,399,752 27,378,626 104,613,655
Steven W. King 65,652,304 19,126,074 104,613,655
David H. Pohl 58,484,286 26,294,092 104,613,655
Eric S. Swartz 59,341,217 25,437,161 104,613,655

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 the fiscal year ending April 30, 2017. The votes were as follows:

Votes For Votes Against Abstain
170,301,899 14,251,990 4,838,144

2

Proposal No. 3: To Approve an Amendment to the Company’s Certificate of Incorporation

The Company’s stockholders approved an amendment to the Company’s restated Certificate of Incorporation, as amended, to effect a reverse stock split of shares of the Company’s common stock issued and outstanding at a ratio to be established by the Company’s Board of Directors in its discretion, of up to 1-for-7, with the Board of Directors’ having discretionary authority as to whether or not to effect such amendment at any time until the Company’s 2017 annual meeting of stockholders. The votes were as follows:

Votes For Votes Against Abstain
125,533,324 62,236,425 1,622,284

Proposal No. 4: To Approve an Amendment to the Company’s 2010 Employee Stock Purchase Plan

The Company’s stockholders approved an amendment to the Company’s 2010 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2010 Employee Stock Purchase Plan, as amended, by 10,000,000 shares. The votes were as follows:

Votes For Votes Against Abstain Broker Non-Votes
66,352,578 16,203,505 2,222,295 104,613,655

Proposal No. 5: 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 2016 Annual Meeting of Stockholders. The votes were as follows:

Votes For Votes Against Abstain Broker Non-Votes
44,755,316 37,830,300 2,192,762 104,613,655



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