$PPHM Form 8-K




Change in Directors or Principal Officers

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.


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