UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): June 9, 2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
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Delaware
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94-3023969
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|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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|
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Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.07 Submission of Matters to a Vote of Security Holders.
On June
9, 2010, PDL BioPharma, Inc. (the “Company”) held its 2010 Annual Meeting of
Stockholders in Incline Village, Nevada. At the annual meeting, the
Company’s stockholders elected Dr. Harold Selick to the Board of Directors for a
term of three years and ratified the appointment of Ernst & Young LLP as the
Company’s independent auditors for the fiscal year ending December 31,
2010. Represented in person or by proxy at the annual meeting were
96,592,444 shares of the Company’s common stock, or 80.71% of the total number
of shares outstanding as of the record date. The results of the
matters submitted to a stockholder vote at the annual meeting were as
follows:
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1.
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Election
of Director
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Name
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For
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Withheld
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Broker
Non-Vote
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|||
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Dr.
Harold Selick
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68,539,335
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1,351,108
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26,702,001
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2.
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Ratification
of the Appointment of Ernst & Young LLP as the Independent Registered
Public Accounting Firm for Fiscal Year
2010
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For
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Against
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Abstain
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||
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95,741,873
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699,156
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151,415
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Item
8.01 Other Events.
On June 9, 2010, the Board of
Directors, upon consideration of the matter and the best interests of the
stockholders and the Company and pursuant to its exclusive authority under the
Bylaws of the Company, reduced the total number of authorized directors from six
to five.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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PDL
BIOPHARMA, INC.
(Company)
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By:
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/s/ Christopher Stone | |
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Christopher
Stone
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Vice
President, General Counsel and Secretary
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Dated: June
10, 2010