Celgene Corporation
CELGENE CORP /DE/ (Form: DEFA14A, Received: 04/28/2016 16:25:08)




Washington, D.C. 20549








Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.     )




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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 15, 2016


  Meeting Information
  Meeting type: Annual Meeting
CELGENE CORPORATION For holders as of: April 18, 2016
  Date:      June   15,   2016 Time: 1:00 PM EDT
  Location:      Celgene Corporation
       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).



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  (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* :              sendmaterial@proxyvote.com
*     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  (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 1, 2016 to facilitate timely delivery.


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Please Choose One of the Following Voting Methods

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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   (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.





Voting Items    


The Board of Directors recommends you vote FOR the following:


1.     Election Of Directors    
01)   Robert J. Hugin   07)  Jacqualyn A. Fouse, Ph.D.
02)   Mark J. Alles   08)  Michael A. Friedman, M.D.
03)   Richard W. Barker, D. Phil.   09)  Julia A. Haller, M.D.
04)   Michael W. Bonney   10)  Gilla Kaplan, Ph.D.
05)   Michael D. Casey   11)  James J. Loughlin
06)   Carrie S. Cox   12)  Ernest Mario, Ph.D.
The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5:
2.    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
3.    Approval of an Amendment to the Company’s 2008 Stock Incentive Plan.

4.    Approval, by non-binding vote, of executive compensation of the Company’s named executive officers.


5.    Ratification of an amendment to the Company’s by-laws.

The Board of Directors recommends you vote AGAINST proposals 6 and 7:

6.    Stockholder proposal to request a by-law provision granting stockholders the right to call special meetings, described in more detail in the proxy statement.


7.    Stockholder proposal to request a proxy access by-law provision, described in more detail in the proxy statement.

NOTE: The shares represented by a proxy when properly executed will be voted in the manner directed therein 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 proposals 2, 3, 4 and 5, and AGAINST proposals 6 and 7.