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)

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))

(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.”

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:

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:

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:

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:

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:

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.