Questcor Discusses ISS Proxy Recommendations; Provides Business Update

Questcor Pharmaceuticals, Inc. QCOR today reported that it removed the option re-pricing provision from its Equity Incentive Award Plan. ISS Proxy Advisory Services has recommended to its clients that they vote at the Company's May 19, 2011 Annual Meeting of Shareholders "Against" the Company's proposal to add shares to its 2006 Equity Incentive Award Plan. ISS indicated that its "Against" recommendation is based in part on the 2006 Plan allowing for the re-pricing of stock options without shareholder approval. The Company has amended the 2006 Plan to remove this provision. ISS has re-published its report reflecting this provision deletion. ISS also indicated that the number of shares that the Company is requesting causes ISS's self-imposed threshold of 15% (of outstanding shares) to be exceeded. By using the current number of outstanding Questcor shares (62 million), the ISS analysis penalizes Questcor for its shareholder-friendly share repurchase program. The Company has repurchased 15 million shares since early 2008. Had ISS used 77 million shares, the calculated dilution would be much lower. Additionally, approximately 3.7 million of the Company's outstanding stock options are both vested and deep in-the-money due to the significant increase in its stock price since 2007. In fact, ISS highlights in its report that Questcor shareholders have enjoyed a 70% annualized return over the past five years compared to less than 1% for the Russell 3000.