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PDL BIOPHARMA, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders

May 30, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On May 27, 2014, PDL BioPharma, Inc. (the Company) entered into the First Amendment to the Company's office lease with 932936, LLC, with respect to the Company' headquarters located in Incline Village, Nevada (the Lease). The Lease commences on June 1, 2014, and expires on May 31, 2016, and is for approximately 4,812 square feet of office space. The fixed monthly rent under the Lease through expiration is $14,459.62. The Lease is a triple net lease, with the Company responsible for taxes, insurance and maintenance (including snow removal) for the portion of the property leased by the Company. The Company may, at its option, extend the term of the Lease for an additional two years for a 2% increase to its monthly rent.

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

On May 28, 2014, the Company held its 2014 Annual Meeting of Stockholders in Incline Village, Nevada. At the annual meeting, the Company's stockholders: (i) elected each of David Gryska and Paul Sandman to the Company's Board of Directors for a term of three years, (ii) ratified the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2014, (iii) approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement and (iv) re-approved the performance goals under the Company's 2005 Equity Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended.

Represented in person or by proxy at the annual meeting were 133,056,430 shares of the Company's common stock, or 82.98% 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: Name For Withheld Broker Non-Votes David Gryska 95,721,749 2,965,747 34,368,934 Paul Sandman 95,523,961 3,163,535 34,368,934



2. Ratify the appointment of Ernst & Young LLP as the independent registered

public accounting firm for the fiscal year ending December 31, 2014: For Against Abstain 130,537,034 949,936 1,569,460

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3. Approve, on an advisory basis, the compensation of the Company's named

executive officers as disclosed in the Company's proxy statement: For Against Abstain Broker Non-Votes 94,880,259 1,987,295 1,819,942 34,368,934



4. Re-approve the performance goals under the Company's 2005 Equity Incentive

Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended: For Against Abstain Broker Non-Votes 95,709,407 1,374,914 1,603,175 34,368,934



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