PDL BioPharma, Inc. (NASDAQ:PDLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Elizabeth G. O’Farrell, Director

Effective June 22, 2018, upon the recommendation of its nominating and governance committee, the Board of Directors (the Board) of PDL BioPharma, Inc. (the Company) appointed Elizabeth G. O’Farrell as a Class I director, with an initial term expiring at the 2020 annual meeting of stockholders of the Company, and appointed her to serve as a member of the Board’s audit committee.

In 2017 Ms. O’Farrell retired from a 24-year career with Eli Lilly and Company (Eli Lilly), most recently serving as Chief Procurement Officer from 2012 to 2017. Prior to that, she advanced through a number of executive management positions at Eli Lilly including Senior Vice President, Policy and Finance; Senior Vice President, Finance; Chief Financial Officer, Lilly USA; Chief Financial Officer, Lilly Canada; and General Auditor. Before joining Eli Lilly, Ms. O’Farrell was an accountant with Boise Cascade Office Products, and served as an auditor at Whipple & Company and Price Waterhouse. Ms. O’Farrell holds a B.S. in accounting with honors and an M.B.A. in management information systems, both from Indiana University.

In connection with Ms. O’Farrell appointment to the Board, on June 22, 2018, Ms. O’Farrell received a restricted stock grant with a value equal to $150,000 that will be based on the closing price of the Company’s common stock on June 22, 2018. The restricted stock will vest on the first anniversary of the grant date so long as Ms. O’Farrell continues to serve on the Board. During the vesting period, Ms. O’Farrell has the right to vote the restricted stock and to receive any dividends or distributions paid on the restricted stock, except that dividends or distributions are accumulated and paid on the earlier of the vesting of the underlying stock in accordance with the vesting condition or March 15 of the year following the payment of such dividend or distribution. Ms. O’Farrell will also receive the cash compensation payable to our non-employee directors for attendance at board and committee meetings to the Company’s non-employee director compensation policy.

There are no arrangements or understandings between Ms. O’Farrell and any other persons to which either of them was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. O’Farrell and the Company. The Board has determined that Ms. O’Farrell meets the applicable independence requirements of The NASDAQ Stock Market LLC.

Item 8.01 Other Events.

On June 22, 2018, the Company issued a press release announcing the election of Ms. O’Farrell to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

PDL BIOPHARMA, INC. Exhibit
EX-99.1 2 pdli-201806228xkex991.htm PRESS RELEASE Exhibit Exhibit 99.1Elizabeth O’Farrell Named to PDL BioPharma’s Board of DirectorsINCLINE VILLAGE,…
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About PDL BioPharma, Inc. (NASDAQ:PDLI)

PDL BioPharma, Inc., formerly Protein Design Labs, Inc., manages a portfolio of patents and royalty assets, consisting of its Queen et al. patents, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. The Company provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions and inventors. It evaluates its investments based on the quality of the income generating assets and potential returns on investment. It is focused on intellectual property asset management, acquiring income generating assets and maximizing value for its stockholders, among others. It receives royalties on sales of over ten humanized antibody products, which include Avastin, Herceptin, Xolair, Kadcyla, Tysabri, Actemra, Gazyva and Entyvio all of which are approved for use.