Submission of Matters to a Vote of Security

On June 9, 2017, the Company held its 2017 Annual Meeting of Stockholders in Incline Village, Nevada. At the annual meeting, the Companys stockholders: (i) elected each of David Gryska and Paul Sandman to the Companys Board of Directors for a term of three years, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) approved, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Companys proxy statement and (iv) indicated, on an advisory basis, that every year is the preferred frequency for stockholder advisory votes on the compensation of the Companys named executive officers.

Represented in person or by proxy at the annual meeting were 130,238,633 shares of the Companys common stock, or 80.51% 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

91,324,115

2,893,462

36,021,056

Paul Sandman

91,398,485

2,819,092

36,021,056

2.

Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017:

For

Against

Abstain

128,384,271

1,352,115

502,247

3.

Approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Companys proxy statement:

For

Against

Abstain

Broker Non-Votes

89,529,375

4,243,979

444,223

36,021,056

4.

Indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Companys named executive officers:

Every Year

Every 2 Years

Every 3 Years

Abstain

Broker Non-Votes

81,626,699

476,558

11,693,831

420,489

36,021,056

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.

PDL BIOPHARMA, INC.

(Company)

By:

/s/ John P. McLaughlin

John P. McLaughlin

President, Chief Executive Officer

Dated:

June12, 2017

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Other recent filings from the company include the following:

Completion of Acquisition or Disposition of - Sept. 21, 2017
PDL BioPharma's President just picked up 240,200 shares - Sept. 13, 2017
PDL BioPharma's President just declared 0 ownership of the company. - Sept. 13, 2017
Securities to be offered to employees in employee benefit plans - Sept. 12, 2017
Current report, items 7.01 and 9.01 - Sept. 11, 2017

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