SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
(Amendment No. )
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|¨||Preliminary Proxy Statement|
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|¨||Definitive Proxy Statement|
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 17, 2015
|Meeting type:||Annual Meeting|
|CELGENE CORPORATION||For holders as of:||April 20, 2015|
|Date: June 17, 2015||Time: 1:00 PM EDT|
86 Morris Avenue
Summit, NJ 07901
|Meeting directions: For directions to the Annual Meeting, please call Investor Relations at (908) 673-9000.|
You are receiving this communication because you hold shares in Celgene Corporation.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com , scan the QR Barcode on the reverse side , or easily request a paper copy (see reverse side).
86 MORRIS AVENUE
SUMMIT, NJ 07901
|We encourage you to access and review all of the important information contained in the proxy materials before voting.|
|See the reverse side of this notice to obtain proxy materials and voting instructions.|
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
Annual Report to Stockholders, including Annual Report on Form 10-K, Notice of Annual Meeting of Stockholders and Proxy Statement.
How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com or scan the QR Barocde below .
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : firstname.lastname@example.org
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before June 3, 2015 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
VIEW MATERIALS & VOTE
Individual Quick Response Barcode to be inserted here
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: Go to www.proxyvote.com or scan the QR Barcode above. Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote FOR the following:
|1. Election Of Directors|
|01) Robert J. Hugin||06) Michael A. Friedman, M.D.|
|02) Richard W. Barker, D. Phil.||07) Gilla Kaplan, Ph.D.|
|03) Michael W. Bonney||08) James J. Loughlin|
|04) Michael D. Casey||09) Ernest Mario, Ph.D.|
|05) Carrie S. Cox|
|The Board of Directors recommends you vote FOR proposals 2, 3 and 4:|
|2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.|
|3. Approval of an Amendment and Restatement of the Company’s 2008 Stock Incentive Plan.|
|4. Approval, by non-binding vote, of executive compensation of the Company’s named executive officers.|
|The Board of Directors recommends you vote AGAINST proposal 5:|
|5. Stockholder proposal described in more detail in the proxy statement.|
|NOTE: The shares represented by the proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s) and, in the discretion of the proxies, upon such other business as may properly come before the meeting. If no direction is given, the proxy will be voted FOR the nominees for the Board of Directors listed in item 1, FOR items 2, 3 and 4, and AGAINST item 5.|
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