(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
¨
|
Fee
previously paid by written preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
Date:
|
Monday,
October 22, 2007
|
Time:
|
10:00
a.m. Pacific Daylight Time
|
Place:
|
Marriott
Hotel in Irvine
18000
Von Karman Avenue
Irvine,
California 92612
Phone:
(949) 553-0100
|
Items
of Business:
|
1.
To elect five directors to our Board of Directors until the next
annual
meeting and until their successors are elected and qualified;
2.
To ratify the Audit Committee’s selection of Ernst & Young LLP as
our independent registered public accounting firm for our current
fiscal
year ending April 30, 2008;
3.
To approve an amendment to our restated certificate of incorporation,
as
amended, increasing the number of shares of common stock authorized
for
issuance thereunder from 250 million to 325 million shares;
4.
To consider two stockholder proposals, if presented at the meeting;
and
5.
To transact such other business as may properly come before the meeting
or
any adjournment thereof.
|
Record
Date:
|
You
are entitled to notice of, and to vote at the annual meeting and
any
adjournments of that meeting, if you were a stockholder of record
at the
close of business on August 24, 2007.
|
Voting
by Proxy:
|
Please
submit the enclosed proxy as soon as possible so that your shares
can be
voted at the annual meeting in accordance with your instructions.
For
specific instructions regarding voting, please refer to the Questions
and
Answers beginning on page 1 of the Proxy Statement and the
instructions on your proxy card.
|
|
(1)
|
by
mail;
|
|
(2)
|
by
telephone;
|
|
(3)
|
via
the Internet; or
|
|
(4)
|
in
person at the Annual Meeting.
|
|
·
|
the
election of our five directors;
|
|
·
|
the
ratification of the Audit Committee’s appointment of Ernst & Young LLP
as our independent registered public accounting firm for fiscal year
2008;
|
|
·
|
the
approval of the amendment to our Certificate of Incorporation;
and
|
|
·
|
the two
stockholder proposals.
|
PROPOSAL
NO. 1:
ELECTION
OF DIRECTORS
|
Name
and Age
|
Principal
Occupation and Business Experience
|
Director
Since
|
||
Carlton
M. Johnson
(age
47)
|
Mr.
Johnson has served as a director since November 3, 1999. Mr.
Johnson currently serves as in-house legal counsel for Roswell Capital
Partners, LLC and has served as in-house legal counsel for Equiplace
Securities, LLC and Swartz Investments, LLC since 1996. Mr.
Johnson has been an active member of the Alabama State Bar since
1986, the
Florida Bar since 1988, and the State Bar of Georgia since
1997. He has been a shareholder in the Florida AV-rated,
Bar-registered firm of Smith, Sauer, DeMaria & Johnson and Vice
President and President-Elect of the 600 member Escambia-Santa Rosa
Bar
Association. He also served on the Florida Bar Young Lawyers
Division Board of Governors. Mr. Johnson earned his degree with
high honors in History/Political Science at Auburn University and
his
Juris Doctor, also with high honors, at Samford University – Cumberland
School of Law. Mr. Johnson also serves on the board of Patriot
Scientific Corporation, a publicly traded company.
|
1999
|
||
Steven
W. King (age 43)
|
Mr.
King has served as our President and Chief Executive Officer since
March
19, 2003. From August 2002 to such date, Mr. King served as
Chief Operating Officer of Peregrine. From February 2000 to
August 2002, Mr. King served as our Vice President of Technology
and
Product Development. Mr. King joined Peregrine in 1997 in the
capacity of Director of Research and Development. Mr. King was
responsible for planning and launching our wholly owned contract
manufacturing subsidiary, Avid Bioservices, Inc., in 2002. Mr.
King has served as the President of Avid since its
inception. Mr. King was previously employed at Vascular
Targeting Technologies, Inc., (formerly known as Peregrine
Pharmaceuticals, Inc.) a company we acquired in 1997, which held
the
rights to the Vascular Targeting Agent technology. Mr. King
previously worked with Dr. Philip Thorpe, inventor of our
Anti-Phosphatidylserine (“Anti-PS”) Immunotherapeutic and VTA technology
platforms, at the University of Texas Southwestern Medical Center
at
Dallas and is a co-inventor on over 40 U.S. and foreign patents and
patent
applications in the Vascular Targeting Agent field. Mr. King
received his Bachelors and Masters degrees from Texas Tech. University
in
Cell and Molecular Biology.
|
2003
|
||
David
H. Pohl (age 70)
|
Mr.
Pohl currently serves as chairman of the board of Patriot Scientific
Corporation and has been a member of its board of directors since
April
2001. Mr. Pohl was President and CEO of Patriot Scientific from
June 2005 to June 2007. Mr. Pohl also served as an officer of
Patriot from January 2001 to March 2002. Mr. Pohl has been in
the private practice of law counseling business clients since 1997,
and
from 1995 to 1996 was Special Counsel to the Ohio Attorney
General. Previously, he was a senior attorney with a large U.S.
law firm, and held positions as a senior officer and general counsel
in
large financial services corporations. Mr. Pohl earned a Juris
Doctor degree in 1962 from the Ohio State University College of Law,
and
also holds a B.S. in Administrative Sciences from Ohio State.
|
2004
|
||
Eric
S. Swartz (age 51)
|
Mr.
Swartz is the founder and President of Roswell Capital Partners,
LLC and
was the founder and former President of Equiplace Securities, LLC
and
Swartz Investments, LLC, a company he started in 1993. Prior to
1993, Mr. Swartz was a Vice President at Bear Stearns & Co.
specializing in foreign institutional equity investments in U.S.
securities. Prior to that, Mr. Swartz was a Vice President with
Oppenheimer & Co., where he was involved in overseas placements of
equity and debt for institutions in Germany, Austria, Switzerland,
France,
Australia, and New Zealand. Mr. Swartz has approximately 20
years of experience in the securities business.
|
1999
|
Name
and Age
|
Principal
Occupation and Business Experience
|
Director
Since
|
||
Thomas
A. Waltz, M.D. , Chairman of the Board
(age
74)
|
Dr.
Waltz is a neurosurgeon and is Senior Consultant in Neurosurgery
of the
Scripps Clinic in La Jolla, California. Dr. Waltz was Chairman
and CEO of the Scripps Clinic from 1991 to 2000 and President of
the
Scripps Clinic Medical Group from 1990 to 2000. During his
tenure as CEO of the Scripps Clinic, he was responsible for an
organization with 400 physicians, 1,200 employees and an operating
budget
of $350 million. In addition to his current clinical practice,
he is on the Board of The Doctors Company and the Premera Blue Cross
of
Washington and Alaska. The Doctors Company is a mutual
insurance company with $1 billion in assets providing medical malpractice
insurance to physicians. Premera is a not-for-profit Blue Cross
medical insurance provider insuring more than 1 million enrollees
in
Washington, Alaska and Oregon. Dr. Waltz received his
undergraduate degree from the University of Cincinnati, his M.D.
from
Vanderbilt University, and his neurosurgical training at Baylor College
of
Medicine in Houston. He also had training in Neurology at The
National Hospital for Neurological Diseases in London, England and
Neuropathology at Oxford University.
|
2004
|
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned or
Paid
in Cash ($) (1)
|
Option
Awards
($) (2)
|
All
Other
Compensation
($)
|
Total
($)
|
||||
Carlton
M. Johnson
|
$ 142,000
(3)
|
-
|
-
|
$ 142,000
|
||||
David
H. Pohl
|
$ 82,000
(4)
|
$62,455
|
-
|
$ 144,455
|
||||
Eric
S. Swartz
|
$ 82,000
(4)
|
-
|
-
|
$ 82,000
|
||||
Thomas
A. Waltz, M.D.
|
$ 82,000
(4)
|
$62,455
|
-
|
$ 144,455
|
(1)
|
In
fiscal year 2007, each non-employee director was eligible to
receive an
annual cash retainer fee of $60,000 per year and was eligible to
receive a fee of $2,000 for each Board meeting attended, whether
in-person
or telephonically. In addition, the chairman of the Audit
Committee was eligible to receive an additional annual cash retainer
fee
of $60,000. Each non-employee director is also eligible to
receive a fee of $2,000 for each additional Company meeting attended
in
excess of four hours in
length.
|
(2)
|
These
amounts reflect expense recognized by us in fiscal year 2007
for a portion
of the current and prior year option awards to directors. Reference
is
made to Note 3 “Stock-Based Compensation” in our Form 10-K for
the period ended April 30, 2007, filed with the SEC on July 11,
2007,
which identifies assumptions made in the valuation of option
awards in
accordance with FAS 123R. There were no options granted to
non-employee directors during fiscal year 2007.
As
of April 30, 2007, each non-employee director held the following
number of
shares of common stock underlying outstanding stock
options:
|
Director
|
Number
of Shares Underlying
Outstanding
Stock Options
|
||
Carlton
M. Johnson
|
1,050,000
|
||
David
H. Pohl
|
350,000
|
||
Eric
S. Swartz
|
700,000
|
||
Thomas
A. Waltz, M.D.
|
350,000
|
(3)
|
Includes
an annual base retainer of $60,000, an annual retainer of $60,000
for
Mr. Johnson’s role as chairman of the Audit Committee, and meeting
fees of $22,000.
|
(4)
|
Includes
an annual retainer of $60,000 and meeting fees of
$22,000.
|
PROPOSAL
NO. 2:
RATIFY
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
2007
|
2006
|
|||||||
Audit
Fees
|
$ |
339,000
|
$ |
343,000
|
||||
Audit
Related
|
-
|
-
|
||||||
Tax
Fees
|
22,000
|
18,000
|
||||||
All
Other Fees
|
2,000
|
1,000
|
||||||
Total
Fees
|
$ |
363,000
|
$ |
362,000
|
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS(*)
|
|
1.
|
The
Audit Committee discussed with Ernst & Young LLP, the Company's
independent registered public accounting firm, for fiscal year ended
April
30, 2007, those matters required to be discussed by Statement on
Auditing
Standards No. 61, including information regarding the scope and results
of
the audit. These communications and discussions are intended to
assist the Audit Committee in overseeing the financial reporting
and
disclosure process.
|
|
2.
|
The
Audit Committee discussed with Ernst & Young LLP its independence and
received from Ernst & Young LLP a letter concerning independence as
required under applicable independence standards for auditors of
public
companies. This discussion and disclosure helped the Audit
Committee in evaluating such
independence.
|
|
3.
|
The
Audit Committee reviewed and discussed with the Company's management
and
Ernst & Young LLP, the Company's audited consolidated balance sheet at
April 30, 2007, and consolidated statements of operations, cash flows
and
stockholders' equity for the fiscal year ended April 30,
2007.
|
PROPOSAL
NO. 3:
APPROVAL
OF AMENDMENT TO COMPANY'S CERTIFICATE OF
INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
|
Shares
of Common Stock issued and outstanding
|
226,210,617
|
|||
Shares
of Common Stock reserved for issuance under issued and outstanding
warrants
|
360,000
|
|||
Shares
of Common Stock reserved for issuance upon exercise of outstanding
options
or reserved for future option grants under our stock incentive
plans
|
16,122,180
|
|||
Total
shares outstanding and reserved
|
242,692,797
|
|
·
|
The
uncertainty of the amount of revenue our contract manufacturing business,
Avid Bioservices, Inc., can generate beyond our current
customers;
|
|
·
|
The
uncertainty of all future research and development costs associated
with
each of our technologies due to the number of unknowns and uncertainties
associated with pre-clinical and clinical trial development; including
the
uncertainty of future clinical trial results, the uncertainty of
the
number of patients to be treated in any future clinical trial, the
uncertainty of protocol changes and modifications in the design of
our
clinical trial studies, among others, which may increase or decrease
our
future expenses;
|
|
·
|
The
uncertainty of future partnering or licensing revenue, including
potential
equity investments into the Company whereby the Company would possibly
issue stock directly to a strategic partner;
and
|
|
·
|
The
uncertainty of the Company's access to the capital markets and its
cost of
capital.
|
Number
of
|
Number
of
|
|
Open
Board Seats
|
Calculation
|
Nominees
|
1
|
1
x
1.65 = 1.65
|
2
|
5
|
5
x
1.65 = 8.25
|
9
|
9
|
9
x
1.65 = 14.65
|
15
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT
|
Beneficial
Ownership of
Common
Stock
|
|||||||||
Name
of Beneficial Owner (a)
|
Number
of Shares
|
Percent
(b)
|
|||||||
Carlton
M. Johnson
|
1,000,000
|
(c) |
*
|
||||||
Steven
W. King
|
1,180,803
|
(c) |
*
|
||||||
David
H. Pohl
|
350,000
|
(c) |
*
|
||||||
Eric
S. Swartz
|
3,269,505
|
(c)(d) |
1.44%
|
||||||
Thomas
A. Waltz, M.D.
|
352,500
|
(c) |
*
|
||||||
F.
David King
|
75,000
|
(c) |
*
|
||||||
Paul
J. Lytle
|
780,981
|
(c) |
*
|
||||||
All
directors, director nominees and executive officers as a group
(7 persons)
|
7,008,789
|
(c)(d) |
3.04%
|
|
(a)
|
The
address of all of our executive officers and directors is in c/o
Peregrine
Pharmaceuticals, Inc., 14282 Franklin Avenue, Tustin, California,
92780.
|
|
(b)
|
Percent
of Common Stock computed on the basis of 226,210,617 shares outstanding
at
August 15, 2007, plus shares that could be acquired through the exercise
of stock options that will become exercisable within 60 days of August
15,
2007.
|
|
(c)
|
Includes
shares which the individuals shown above have the right to acquire
as of
August 15, 2007, or within 60 days thereafter, pursuant to
outstanding stock options as follows: Mr. Johnson – 1,000,000 shares; Mr.
Steven King – 1,110,833 shares; Mr. Pohl – 350,000 shares; Mr. Swartz –
700,000 shares; Dr. Waltz – 350,000 shares; Mr. F. David King – 50,000;
and Mr. Lytle – 720,833 shares. Such shares are deemed to be
outstanding in calculating the percentage ownership of such individual
(and the group), but are not deemed to be outstanding as to any other
person.
|
|
(d)
|
Includes
538,693 shares of Common Stock owned by Swartz Ventures, Inc. and
103,500
shares held in an Individual Retirement Account (“IRA”) for the benefit of
Mr. Swartz. Mr. Swartz has sole control over Swartz Ventures,
Inc. and his IRA.
|
COMPENSATION
DISCUSSION AND
ANALYSIS
|
|
·
|
to
maintain an overall compensation structure designed to attract, retain
and
motivate executives of outstanding ability who are critical to our
long-term success by providing appropriate levels of risk and reward,
in
proportion to individual contribution and
performance;
|
|
·
|
to
establish appropriate incentives to further the Company’s long-term
strategic plan and to hold executives accountable, through their
compensation, for their individual and corporate performance;
and
|
|
·
|
to
align the interests of executives with those of the
stockholders.
|
|
·
|
Setting
the base salaries of the other executive officers within limits
established by the Committee;
|
|
·
|
Establishing
annual individual performance objectives for the other executive
officers
and evaluating their performance against such objectives (the Committee
reviews these performance
evaluations); and
|
|
·
|
Making
recommendations, from time to time, for special stock option grants
(e.g.,
for motivational or retention purposes) to other executive
officers.
|
·
|
base
salary;
|
·
|
annual
incentive bonus such as the stock bonus
plan;
|
·
|
stock
option awards; and
|
·
|
severance,
change in control and other
benefits.
|
EXECUTIVE
COMPENSATION
|
Name
|
Age
|
Position
|
||
Steven
W. King
|
43
|
President
and Chief Executive Officer, Director
|
||
F.
David King
|
51
|
Vice
President of Business Development
|
||
Paul
J. Lytle
|
39
|
Chief
Financial Officer and Corporate
Secretary
|
Name
and Principal
Position
|
Fiscal
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
($)
(3)
|
Option
Awards($) (4)
|
Non-Equity
Incentive Plan Compensation ($)
|
All
Other Compensation ($) (5)
|
Total
($)
|
||||||||
Steven
W. King, President and
Chief Executive Officer
|
2007
|
373,588
(2)
|
-
|
46,931
|
-
|
-
|
16,200
|
436,719
|
||||||||
F.
David King, Vice
President, Business Development
|
2007
|
210,000
|
-
|
30,900
|
40,577
|
-
|
10,340
|
291,817
|
||||||||
Paul
J. Lytle, Chief
Financial Officer and Corporate Secretary
|
2007
|
293,402
(2)
|
-
|
37,263
|
-
|
-
|
16,102
|
346,767
|
(1)
|
Salary
information is reported as of the last payroll paid prior to or
immediately after April 30th of each fiscal
year.
|
(2)
|
Includes
the advancement of earned and accrued paid-time-off benefits (earned
and
accrued vacation benefits) in the amount of $21,761 for Mr. Steven
King
and $18,561 for Mr. Paul Lytle, to cover federal and state income
taxes
that were due upon the receipt of shares of common stock received
under
the Company’s Stock Bonus Plan.
|
(3)
|
Represents
the non-cash dollar amount recognized for financial statement reporting
purposes for the fair market value of shares of common stock earned
under
the Company’s Stock Bonus Plan for milestones achieved during fiscal year
2007 as follows: Mr. Steven W. King – 34,173 shares; Mr. F.
David King – 22,500 shares; and Mr. Paul J. Lytle – 27,133
shares.
|
(4)
|
Amount
reflects expense recognized by us in fiscal year 2007 for a portion
of the
current and prior year option awards to the Named Executive
Officer. Reference is made to Note 3 “Stock-Based
Compensation” in our Form 10-K for the period ended April 30, 2007,
filed with the SEC on July 11, 2007, which identifies assumptions
made in
the valuation of option awards in accordance with
FAS 123R.
|
(5)
|
Amounts
shown in this column reflect the cost of benefits paid on behalf
of the
Named Executive Officer for health, dental, and vision benefits in
addition to premiums paid for long-term disability and $50,000 in
coverage
for term life insurance.
|
Name
and Principal Position
|
Grant
Date
|
All
Other Stock Awards: Number of
Shares of Stock (1)
|
Grant
Date Fair Value of Stock Awards (2)
|
|||||||
Steven
W. King,
President
and Chief Executive
Officer
|
6/7/06
10/24/06
11/17/06
|
3,797
15,188
15,188
|
$6,531
$20,504
$19,896
|
|||||||
F.
David King,
Vice
President, Business
Development
|
6/7/06
10/24/06
11/17/06
|
2,500
10,000
10,000
|
|
$4,300
$13,500
$13,100
|
||||||
Paul
J. Lytle,
Chief
Financial Officer and
Corporate Secretary
|
6/7/06
10/24/06
11/17/06
|
3,015
12,059
12,059
|
$5,186
$16,280
$15,797
|
(1)
|
Represents
shares of common stock issued pursuant to the Company’s Stock Bonus Plan
for milestones achieved during fiscal year
2007.
|
(2)
|
Represents
the non-cash dollar amount recognized for financial statement reporting
purposes for the fair market value of shares of common stock earned
under
the Company’s Stock Bonus Plan for milestones achieved during fiscal year
2007.
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable
(1)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||
Steven
W. King
|
15,000
|
-
|
$0.60
|
6/11/2007
|
|||||
22,500
|
-
|
$1.59
|
5/27/2008
|
||||||
130,000
|
-
|
$1.06
|
5/3/2009
|
||||||
258,333
|
-
|
$0.34
|
12/22/2009
|
||||||
150,000
|
-
|
$1.28
|
5/7/2011
|
||||||
200,000
|
-
|
$0.55
|
3/19/2013
|
||||||
350,000
|
-
|
$2.20
|
10/21/2013
|
||||||
|
|||||||||
F.
David King
|
50,000
|
150,000
|
$1.05
|
10/24/2015
|
|||||
|
|||||||||
Paul
J. Lytle
|
30,000
|
-
|
$0.60
|
6/11/2007
|
|||||
22,500
|
-
|
$1.59
|
5/27/2008
|
||||||
130,000
|
-
|
$1.06
|
5/3/2009
|
||||||
133,333
|
-
|
$0.34
|
12/22/2009
|
||||||
135,000
|
-
|
$1.28
|
5/7/2011
|
||||||
300,000
|
-
|
$2.20
|
10/21/2013
|
(1)
|
Options
generally vest in 4 equal annual installments beginning one year
from the
date of grant. Of the remaining 150,000 unvested options for
Mr. F. David King, 50,000 options will vest on each of the following
dates: October 24, 2007, October 24, 2008, and October 24,
2009.
|
Name
|
Salary
&
Bonus ($)
|
Acceleration
of Vesting of Equity Awards (2)
|
Other
Payments
($)
|
Total
($)
|
||||
Steven
W. King (1)
|
176,875
|
-
|
8,796
|
185,671
|
||||
F.
David King
|
-
|
-
|
-
|
-
|
||||
Paul
J. Lytle
|
-
|
-
|
-
|
-
|
(1)
|
If
Mr. King’s employment is terminated by us for any reason other than
“cause”, or within 90 days following a “Change in Control” (as defined in
the agreement), Mr. King shall receive six months’ base salary as
severance, benefit continuation for six months, and two years to
exercise
any vested options.
|
(2)
|
All
equity awards vest and become immediately exercisable in full upon
a
change in control event. As of April 30, 2007, all stock
options granted to Mr. Steven King and Mr. Paul Lytle had previously
vested in full in accordance with the original term of the option
award. As of April 30, 2007, 150,000 unvested stock options
granted to Mr. F. David King would become immediately exercisable
upon a
change in control event.
|
Plan
Category
|
(a)
Number of Securities
to be Issued Upon the Exercise of Outstanding Options
|
(b)
Weighted-Average
Exercise Price of Outstanding Options
|
(c)
Number
of Shares Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected in Column
(a))
|
|||||
Equity
compensation plans approved by stockholders
|
9,494,788
|
$1.56
|
4,408,683
|
|||||
Equity
compensation plans not approved by stockholders
|
2,043,158
|
$1.42
|
242,726
|
|||||
11,537,946
|
$1.54
|
4,651,409
|
April
30,
2002
|
April
30,
2003
|
April
30,
2004
|
April
30,
2005
|
April
30,
2006
|
April
30,
2007
|
|||||||||||||||||||
Peregrine
Pharmaceuticals, Inc.
|
$ |
100.00
|
$ |
34.71
|
$ |
98.24
|
$ |
71.18
|
$ |
81.76
|
$ |
58.82
|
||||||||||||
Nasdaq
Pharmaceutical Index
|
$ |
100.00
|
$ |
97.66
|
$ |
124.95
|
$ |
111.62
|
$ |
136.70
|
$ |
146.67
|
||||||||||||
Nasdaq
Market Index (U.S.)
|
$ |
100.00
|
$ |
87.32
|
$ |
114.24
|
$ |
114.61
|
$ |
139.16
|
$ |
151.80
|
OTHER
MATTERS
|
|
“The
total number of shares of all classes of stock which the Corporation
shall
have authority to issue is 330,000,000, of which (i) 325,000,000
shares
shall be designated “Common Stock” and shall have a par value of $0.001
per share; and (ii) 5,000,000 shares shall be designated “Preferred Stock”
and shall have a par value of $0.001 per
share.”
|
14282
FRANKLIN AVE.
TUSTIN,
CA 92780
|
YOUR
VOTE IS IMPORTANT!
PLEASE
VOTE
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day
before
the cut-off date or meeting date. Have your proxy card in hand
when you
access the web site and follow the instructions to obtain your
records and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by PEREGRINE PHARMACEUTICALS,
INC. in mailing proxy materials, you can consent to receiving all
future
proxy statements, proxy cards and annual reports electronically
via e-mail
or the Internet. To sign up for electronic delivery, please follow
the
instructions above to vote using the Internet and, when prompted,
indicate
that you agree to receive or access shareholder communications
electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
11:59 P.M. Eastern Time the day before the cut-off date or meeting
date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid
envelope
we have provided or return it to PEREGRINE PHARMACEUTICALS, INC.,
c/o
Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
PERPH1 KEEP
THIS PORTION FOR YOUR RECORDS
|
Nominees:
1) Carlton
M. Johnson
2) Steven
W. King
3) David
H. Pohl
4)
Eric S. Swartz
5)
Thomas A. Waltz, M.D.
|
For
All Withhold
All For All
Except
o
o
o
To
withhold authority to vote for any individual nominee(s), mark
“For All
Except”
and
write the number(s) of the nominee(s) on the line below.
_______________________________________________________________
|
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 2 AND
3.
|
For
Against
Abstain
|
ITEM
2. Ratify the Audit Committee's selection of
Ernst & Young LLP as our independent registered public accounting
firm
for fiscal year 2008.
|
o
o
o
|
ITEM
3. Approve an amendment to our restated
certificate of incorporation, as amended, increasing the
number of
authorized shares by 75 million.
|
o
o
o
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 4
AND
5.
|
|
ITEM
4. Shareholder Proposal: Implementation of
Majority Voting for Directors Including Resignation
Policy.
|
o
o
o
|
ITEM
5. Shareholder Proposal: Nominate more
candidates than open seats on the Board of Directors
for all
elections.
|
o
o
o
|
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |