þ | No fee required. |
o | Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Location: | Celgene Corporation Company Offices 86 Morris Avenue Summit, NJ 07901 |
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Meeting Directions: |
For directions to the Annual Meeting, please call Investor Relations at (908) 673-9000. |
1) | BY INTERNET: www.proxyvote.com | ||
2) | BY TELEPHONE: 1-800-579-1639 | ||
3) | BY E-MAIL*: sendmaterial@proxyvote.com |
Voting Items |
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The Board of Directors
recommends you vote FOR the following: |
1. | Election of Directors Nominees |
01) Robert J. Hugin 02) Michael D. Casey 03) Carrie S. Cox 04) Rodman L. Drake |
05) Michael A. Friedman, M.D. 06) Gilla Kaplan, Ph.D. 07) James J. Loughlin 08) Ernest Mario, Ph.D. |
The Board of Directors recommends you vote FOR proposals 2, 3 and 4: | ||||||||||||
2. | Ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2011. |
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3. | Approval of an amendment to the Companys 2008 Stock Incentive Plan.
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4. | Approval, by non-binding vote, of executive compensation of the Companys named executive officers. | |||||||||||
The Board of Directors recommends you vote 3 YEARS on the following proposal: | ||||||||||||
5. | To recommend, by non-binding vote, the frequency of executive compensation votes. | |||||||||||
NOTE: The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned Stockholder(s). If no direction is made,
this proxy will be voted FOR items 1, 2, 3 and 4, and for a frequency period of every
3 Years with respect to item 5. |
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