CELGENE CORPORATION (NASDAQ:CELG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

CELGENE CORPORATION (NASDAQ:CELG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02

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 June14, 2017, the Companys stockholders approved an amendment
and restatement of the Companys 2008 Stock Incentive Plan, now
renamed the Celgene Corporation 2017 Stock Incentive Plan (the
Plan), to, among other things:

Adopt an aggregate share reserve of 275,263,282 shares of our
Common Stock. This number includes our current share reserve
of 265,263,282 shares of our Common Stock and 10,000,000
additional new shares of our Common Stock;
Increase the maximum individual payment under
performance-based cash awards for three-year performance
periods to $15,000,000 (pro-rated if the performance period
is less than three consecutive fiscal years).
Provide that stock options and stock appreciation rights
granted under the Plan may not receive dividends, and no
other type of award granted under the Plan may receive or
retain dividends or dividend equivalents unless the
underlying common stock subject to such award vests or are no
longer subject to forfeiture restrictions.
Provide that, in the event of a change in control, if an
award is not continued, assumed or have new rights
substituted therefor, the Committee may, in its sole
discretion, provide for accelerated vesting or lapse of
restrictions of such award. However, with respect to any
performance-based award, vesting will be determined based on
the higher of (A) the Committees determination and
certification of the extent to which the applicable
performance goals have been achieved, and (B) the deemed
achievement of all relevant performance goals at the target
level prorated based on service during the performance period
prior to the change in control.
Provide that, if any performance-based award is subject to
vesting after an involuntary termination of employment within
the two-year period following a change in control, any
vesting of such award shall be determined based on the higher
of (A) Committees determination and certification of the
extent to which the applicable performance goals have been
achieved, and (B) the deemed achievement of all relevant
performance goals at the target level prorated based on
service during the performance period prior to the change in
control.
Extend the term of the Plan through April 18, 2027.

In addition to the foregoing, our stockholders approved Section
162(m) performance goals 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, attached hereto as Exhibit10.1 and incorporated herein
by reference.

ITEM5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

(a)The annual meeting of stockholders of the Company was held on
June14, 2017.

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

Proposal 1. Election of Directors:

For Withheld Broker Non-Votes
Robert J. Hugin 557,546,833 22,485,211 113,299,472
Mark J. Alles 567,820,214 12,205,830 113,299,472
Richard W. Barker, D.Phil. 568,282,439 11,743,605 113,299,472
Michael W. Bonney 565,284,172 14,741,872 113,299,472
Michael D. Casey 385,737,429 194,288,617 113,299,472
Carrie S. Cox 565,527,921 14,498,123 113,299,472
Michael A. Friedman, M.D. 396,208,494 183,817,550 113,299,472
Julia A. Haller, M.D. 568,501,354 11,524,690 113,299,472
Gilla Kaplan, Ph.D. 394,894,847 185,131,197 113,299,472
James J. Loughlin 564,105,742 15,920,302 113,299,472
Ernest Mario, Ph.D. 394,207,895 185,818,149 113,299,472

Proposal 2. Ratification of Appointment of KPMG LLP as the
Companys Independent Registered Public Accounting Firm for the
Fiscal Year Ending December31, 2017:

For 678,330,751
Against 13,929,144
Abstain 1,065,621
Broker Non-Votes

Proposal 3. Amendment and Restatement of the Companys 2008 Stock
Incentive Plan, renamed the Celgene Corporation 2017 Stock
Incentive Plan (the description of the amendments to the Plan
contained in Item5.02 of this Current Report on Form 8-K is
incorporated herein by reference):

For 519,706,668
Against 58,364,806
Abstain 1,954,570
Broker Non-Votes 113,299,472

Proposal 4. Advisory Vote on Executive Compensation:

For 551,315,211
Against 26,070,216
Abstain 2,738,596
Broker Non-Votes 113,299,472

Proposal 5. Advisory Vote on the Frequency of the Vote on
Executive Compensation:

One Year 520,315,211
Two Years 1,615,153
Three Years 56,721,011
Abstain 1,374,669
Broker Non-Votes 113,299,472

Proposal 6. Advisory Vote on a Stockholder Proposal to Request a
By-law Provision Limiting Managements Access to Vote Tallies
Prior to the Annual Meeting With Respect to Certain Compensation
Matters (described in more detail in the Proxy Statement):

For 24,684,671
Against 549,705,839
Abstain 5,635,534
Broker Non-Votes 113,299,472

(c)Not applicable.

(d)Not applicable.

ITEM9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Amendment and Restatement of the Celgene Corporation 2008
Stock Incentive Plan (Renamed the Celgene Corporation 2017
Stock Incentive Plan)


About CELGENE CORPORATION (NASDAQ:CELG)

Celgene Corporation (Celgene) is a biopharmaceutical company. The Company together with its subsidiaries is engaged primarily in the discovery, development and commercialization of therapies for the treatment of cancer and inflammatory diseases through solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. The Company’s primary commercial stage products include REVLIMID (lenalidomide), ABRAXANE (paclitaxel albumin-bound particles for injectable suspension), POMALYST/IMNOVID (pomalidomide), VIDAZA, azacitidine for injection (generic version of VIDAZA), THALOMID (thalidomide), OTEZLA (apremilast) and ISTODAX (romidepsin). The Company’s clinical trial activity includes trials across the disease areas of hematology, oncology, and inflammation and immunology.