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 15, 2016

 

 

 

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 15, 2016, the Company’s stockholders approved an amendment (the “ Amendment ”) to the Company’s 2008 Stock Incentive Plan (the “ Plan ”) to, among other things:

 

· Adopt an aggregate share reserve of 265,263,282 shares of our Common Stock. This number includes our current share reserve of 247,763,282 shares of our Common Stock and 17,500,000 additional new shares of our Common Stock;

 

· Adopt a limitation on the aggregate equity compensation that may be provided to non-employee members of our Board of Directors during each “compensation year” that commences in each of calendar years 2015 through 2018 as required by the terms of a previously disclosed court-approved settlement of a litigation against non-employee members of our Board of Directors; and

 

· Include clarifying changes to employee award provisions regarding vesting acceleration on a change in control or certain employment termination events and the applicability of the five percent (5%) limitation on such awards.

 

The foregoing is a brief summary of the principal provisions of the Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, 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 15, 2016.

 

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

 

Proposal 1. Election of Directors:

 

    For     Withheld     Broker Non-Votes  
Robert J. Hugin     590,835,744       8,152,042       89,964,124  
Mark J. Alles     594,555,853       4,431,933       89,964,124  
Richard W. Barker, D.Phil.     594,301,112       4,686,674       89,964,124  
Michael W. Bonney     590,318,639       8,669,147       89,964,124  
Michael D. Casey     589,058,384       9,929,402       89,964,124  
Carrie S. Cox     591,131,397       7,856,389       89,964,124  
Jacqualyn A. Fouse, Ph.D.     586,373,997       12,613,789       89,964,124  
Michael A. Friedman, M.D.     593,586,807       5,400,979       89,964,124  
Julia A. Haller, M.D.     595,629,882       3,357,904       89,964,124  
Gilla Kaplan, Ph.D.     589,077,316       9,910,470       89,964,124  
James J. Loughlin     592,805,621       6,182,165       89,964,124  
Ernest Mario, Ph.D.     589,585,835       9,401,951       89,964,124  

 

Proposal 2. Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016:

 

For     680,152,050  
Against     8,074,938  
Abstain     724,922  
Broker Non-Votes     0  

 

Proposal 3. Amendment to 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     418,308,293  
Against     177,895,866  
Abstain     2,783,627  
Broker Non-Votes     89,964,124  

 

  1  

 

 

Proposal 4. Advisory Vote on Executive Compensation:

 

For     575,056,469  
Against     21,194,743  
Abstain     2,736,574  
Broker Non-Votes     89,964,124  

 

Proposal 5. Ratification of an Amendment to the Company’s By-laws:

 

For     398,972,474  
Against     198,139,872  
Abstain     1,875,440  
Broker Non-Votes     89,964,124  

 

Proposal 6. Advisory Vote on a Stockholder Proposal to Request a By-law Provision Granting Stockholders the Right to Call Special Meetings (described in more detail in the Proxy Statement):

 

For     373,681,883  
Against     222,472,004  
Abstain     2,833,899  
Broker Non-Votes     89,964,124  

 

Proposal 7. Advisory Vote on a Stockholder Proposal to Request a Proxy Access By-law Provision (described in more detail in the Proxy Statement):

 

For     408,756,654  
Against     186,944,873  
Abstain     3,286,259  
Broker Non-Votes     89,964,124  

 

(c) Not applicable.

 

(d) Not applicable.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

  10.1   Amendment to the 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 15, 2016   By:

/s/ Peter N. Kellogg

      Peter N. Kellogg
      Executive Vice President and Chief Financial Officer

 

  3  

 

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

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

 

 

 

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