Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements of Certain Officers.On May 11, 2015, the Compensation Committee of the Board of Directors (“Committee”) of Peregrine Pharmaceuticals, Inc. (the “Company”), approved a broad based annual grant of stock options (“Grants”) for fiscal year 2016 to substantially all of the Company’s employees, the Company’s three non-employee directors and one consultant to purchase an aggregate of 3,299,903 shares of common stock. The Grants will be from the Company’s 2011 Stock Incentive Plan and will be evidenced by and subject to the terms of a Stock Option Agreement. Included as recipients of the Grants are the following named executive officers:

Named Number of Shares Executive Officer Title Underlying Stock Option Grants President and Chief Steven W. King Executive Officer 300,000 Paul J. Lytle Chief Financial Officer 150,000 V.P., Clinical & Joseph S. Shan Regulatory Affairs 100,000 Mark R. Ziebell V.P., General Counsel 100,000 V.P., Intellectual Shelley P.M. Fussey Property 75,000

In determining the number of shares of common stock covered by the Grants to the named executive officers, the Committee reviewed a report prepared by an independent compensation consulting firm which established proposed grant guidelines at a long-term incentive value (“LTI Value”) for equity based awards at the fiftieth percentile of the Company’s peer group to ensure that the Company’s stock option granting practices for named executive officers and other employees were aligned with competitive norms. The LTI Value of the Grants to named executive officers were below the fiftieth percentile of LTI Value of the Company’s peer group as set forth in the report prepared by the independent compensation consulting firm.

The Committee has determined that the exercise price of the Grants will be equal to the closing price of the Company’s common stock on May 11, 2015, the date of grant, and shall vest quarterly in equal installments over a two year period.