UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 17, 2015

 

 

 

CELGENE CORPORATION

(Exact name of registrant as specified in its charter)

  

 

 

Delaware   001-34912   22-2711928

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

86 Morris Avenue, Summit,

New Jersey

  07901
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 673-9000

 

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(e) At the annual meeting of stockholders (the “Annual Meeting”) of Celgene Corporation (the “Company”) held on June 17, 2015, the Company’s stockholders approved an amendment and restatement of the Company’s 2008 Stock Incentive Plan (the “Plan”) to, among other things:

 

·Adopt an aggregate share reserve of 247,763,282 shares of our Common Stock. This number includes our current share reserve of 227,963,282 shares of our Common Stock and 19,800,000 additional new shares of our Common Stock;

 

·Increase the “fungible” share limit, which limits the number of  “full-value awards” (e.g., restricted stock, RSUs and PSUs) that may be granted under the Plan by counting shares granted pursuant to such awards as multiple shares against the aggregate share reserve, from 2.1 shares for every share granted to 2.15 shares for every share granted; and

 

·Extend the term of the Plan through April 15, 2025.

 

In addition to the foregoing, our stockholders reapproved the Section 162(m) performance goals under the Plan so that certain incentive awards granted under the Plan to executive officers of the Company may qualify as exempt performance-based compensation under Section 162(m) of the Internal Revenue Code.

 

The foregoing is a brief summary of the principal provisions of the amendments to the Plan and does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended and restated, attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

(a) The annual meeting of stockholders of the Company was held on June 17, 2015.

 

(b) Stockholders voted on the matters set forth below:

 

Proposal 1. Election of Directors:

 

    For   Against   Withheld   Broker Non-Votes
Robert J. Hugin   564,508,801   N/A   21,901,731   112,211,797
Richard W. Barker, D.Phil.   582,027,368   N/A   4,383,164   112,211,797
Michael W. Bonney   583,802,288   N/A   2,608,244   112,211,797
Michael D. Casey   571,999,525   N/A   14,411,007   112,211,797
Carrie S. Cox   580,662,567   N/A   5,747,965   112,211,797
Michael A. Friedman, M.D.   576,614,285   N/A   9,796,247   112,211,797
Gilla Kaplan, Ph.D.   575,391,199   N/A   11,019,333   112,211,797
James J. Loughlin   581,454,904   N/A   4,955,628   112,211,797
Ernest Mario, Ph.D.   484,841,574   N/A   101,568,958   112,211,797

 

Proposal 2. Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015:

 

For 691,971,929
Against 5,518,515
Abstain 1,131,885
Broker Non-Votes 112,211,797

 

Proposal 3. Amendment and restatement of the Company’s 2008 Stock Incentive Plan (the description of the amendments to the Plan contained in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference):

 

For 508,924,272
Against 68,542,429
Abstain 8,943,831
Broker Non-Votes 112,211,797

 

Proposal 4. Advisory Vote on Executive Compensation:

 

For 555,052,752
Against 27,597,548
Abstain 3,760,232
Broker Non-Votes 112,211,797

 

1
 

 

Proposal 5. Advisory Vote on Stockholder Proposal (described in more detail in the Proxy Statement):

 

For 31,210,063
Against 480,827,972
Abstain 74,372,497
Broker Non-Votes 112,211,797

 

(c) Not applicable.

 

(d) Not applicable.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

  10.1 Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015)

 

2
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CELGENE CORPORATION
       
Date: June 18, 2015   By: /s/ Peter N. Kellogg
      Peter N. Kellogg
      Executive Vice President and Chief Financial Officer

 

3
 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
10.1   Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015)