Form 8-K - Current report
October 13 2016 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 13, 2016
PEREGRINE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-32839 |
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95-3698422 |
(State of other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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14282 Franklin Avenue, Tustin, California 92780 |
(Address of Principal Executive Offices) |
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Registrant's telephone number, including area code: (714) 508-6000 |
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Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 5.07 |
Submission 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 |
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Votes Withheld |
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Broker Non-Votes |
Carlton M. Johnson, Jr. |
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57,399,752 |
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27,378,626 |
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104,613,655 |
Steven W. King |
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65,652,304 |
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19,126,074 |
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104,613,655 |
David H. Pohl |
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58,484,286 |
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26,294,092 |
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104,613,655 |
Eric S. Swartz |
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59,341,217 |
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25,437,161 |
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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 |
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 |
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Abstain |
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Broker Non-Votes |
66,352,578 |
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16,203,505 |
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2,222,295 |
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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 |
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Abstain |
|
Broker Non-Votes |
44,755,316 |
|
37,830,300 |
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2,192,762 |
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104,613,655 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PEREGRINE PHARMACEUTICALS, INC. |
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Date: October 13, 2016 |
By: /s/ Paul J. Lytle |
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Paul J. Lytle |
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Chief Financial Officer |
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