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

On June 20, 2019, PDL BioPharma, Inc. (the Company) appointed Ed Imbrogno as Vice President of Finance and Chief Accounting Officer. Prior to the appointment, Mr. Imbrogno was the Company’s Vice President of Finance.

Mr. Imbrogno, age 55, brings over 30 years of accounting and financial reporting experience to the role. Before joining the Company in October 2018, Mr. Imbrogno was Senior Director and Corporate Controller for BioDelivery Sciences International, Inc., a NASDAQ-listed specialty pharmaceutical company since 2017. Prior to that, from 2013 to 2016, he was Vice President, Financial Reporting for AerCap Holdings N.V., a NYSE-listed company and the world’s largest independent aircraft lessor. Before that, he was Director, Accounting for Amgen Inc., a NASDAQ-listed multinational biopharmaceutical company from 2006 to 2013. Mr. Imbrogno began his career in public accounting as an Audit Manager with Ernst & Young providing audit and related financial services to both public and private companies. Mr. Imbrogno holds a BS in accounting from Pennsylvania State University and an MBA from Wake Forest University. He is a licensed Certified Public Accountant and is a member of the American Institute of Certified Public Accountants.

When he joined the Company on October 8, 2018, Mr. Imbrogno entered into an employment offer letter with the Company (the Offer Letter). to the Offer Letter, Mr. Imbrogno is an at-will employee. Currently, Mr. Imbrogno’s base salary is $288,400 and his annual target bonus opportunity is equal to 50% of his annual base salary, with the actual bonus amount earned dependent upon Company and individual performance. In addition, Mr. Imbrogno received a signing bonus of $25,000 in connection with his initial employment with the Company. The Company extended Mr. Imbrogno a housing allowance of $4,000 per month for three years.

On December 20, 2018, the Company granted Mr. Imbrogno options to purchase 288,611 shares of the Company’s common stock, 25% of which vest on October 8, 2019 and the remaining 75% of which vest monthly on a pro rata basis for the 36 months following October 8, 2019. On March 25, 2019, the Company granted Mr. Imbrogno options to purchase 108,766 shares of the Company’s common stock, 25% of which vest on January 1, 2020 and the remaining 75% of which vest monthly on a pro rata basis for the 36 months following January 1, 2020. Also on March 25, 2019, the Company granted Mr. Imbrogno 22,357 shares of restricted stock, one third of which will vest and become payable on January 1 of each of 2020, 2021 and 2022.

In connection with his employment, Mr. Imbrogno has entered into the Company’s standard form of severance agreement (filed with the Securities and Exchange Commission as Exhibit 10.1 to Current Report on Form 8-K on April 10, 2019) (the Severance Agreement). If Mr. Imbrogno’s employment is terminated by the Company without “Cause” or he resigns for “Good Reason,” as those terms are defined in the Severance Agreement, he will receive (x) if not in connection with a change of control of the Company, (i) a lump sum cash payment equal to 50% of the sum of his annual base salary, (ii) 75% of his annual target bonus for the year in which separation occurs and (iii) 12 months of COBRA benefits or (y) if within two years of change of control of the Company, (i) a lump sum cash payment equal to 200% of the sum of his annual base salary, (ii) 200% of his annual target bonus for the year in which separation occurs and (iii) 12 months of COBRA benefits; provided that in each case such payments will be contingent upon his signing a release of all claims against the Company.

The Offer Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the Offer Letter is qualified in its entirety by reference to Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2019, the Company held its 2019 Annual Meeting of Stockholders in Incline Village, Nevada. At the annual meeting, the Company’s stockholders: (i) elected each of Harold E. Selick, Ph.D., Samuel R. Saks, M.D. and Natasha A. Hernday to the Company’s Board of Directors for a term of three years, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019 and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Represented in person or by proxy at the annual meeting were 99,290,717 shares of the Company’s common stock, or 82.29% 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.

1. Election of Directors:

Item 8.01 Other Events.

On June 24, 2019, the Company issued a press release announcing the election of Ms. Hernday to the Company’s Board of Directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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PDL BIOPHARMA, INC. Exhibit
EX-10.1 2 pdli-201906248xkex101.htm OFFER LETTER Exhibit Exhibit 10.1September 12,…
To view the full exhibit click here

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.