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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0059 |
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Washington, D.C. 20549 |
Expires: January 31, 2008 |
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SCHEDULE 14A |
Estimated average burden hours per response... 14 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
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x | Definitive Proxy Statement |
o | Definitive Additional Materials |
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4. | Proposed maximum aggregate value of transaction: | |
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SEC 1913 (04-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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4. | Date Filed: | |
1. |
to elect ten directors; |
2. |
to amend the 1998 Stock Incentive Plan in order to (i) increase the aggregate number of shares of our Common Stock that may be subject to awards thereunder from 62,000,000 to 84,000,000, subject to adjustment in accordance with the terms of the 1998 Stock Incentive Plan (the Share Limit), (ii) remove the limit on the number of shares of our Common Stock which may be subject to awards of restricted stock and performance-based awards denominated in shares of our Common Stock under the 1998 Stock Incentive Plan and (iii) provide that each share of our Common Stock subject to awards of restricted stock or performance-based award denominated in shares of common stock under the 1998 Stock Incentive Plan will be counted as 1.6 shares against the Share Limit; |
3. |
to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006; and |
4. |
to transact any such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof. |
YOUR VOTE IS IMPORTANT Please mark, sign and date the enclosed proxy card and return it promptly in the enclosed self-addressed, stamped envelope or vote via the Internet or telephone. |
Name |
Age |
Position |
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---|---|---|---|---|---|---|---|---|---|---|
John W.
Jackson |
61 |
Executive Chairman of the Board |
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Sol J.
Barer, Ph.D. |
59 |
Chief Executive Officer and Director |
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Robert J.
Hugin |
51 |
President, Chief Operating Officer, Chief Financial Officer and Director |
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Jack L.
Bowman |
73 |
Director |
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Michael D.
Casey |
60 |
Director |
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Rodman L.
Drake |
63 |
Director |
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Arthur Hull
Hayes, Jr., M.D. |
72 |
Director |
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Gilla
Kaplan, Ph.D. |
59 |
Director |
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Richard C.E.
Morgan |
61 |
Director |
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Walter L.
Robb, Ph.D. |
78 |
Director |
Name and Address of Beneficial Ownership |
Amount and Nature of Beneficial Ownership |
Percent of Class |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
John W.
Jackson. |
6,305,064 | (1)(2)(3) | 1.8 | % | ||||||
Sol J. Barer,
Ph.D. |
4,698,963 | (1)(2)(4) | 1.3 | % | ||||||
Robert J.
Hugin |
3,345,367 | (1)(2)(5) | 1.0 | % | ||||||
Jack L.
Bowman. |
362,000 | (1) | * | |||||||
Michael D.
Casey |
170,000 | (1) | * | |||||||
Rodman L.
Drake |
1,600 | * | ||||||||
Arthur Hull
Hayes, Jr., M.D. |
410,000 | (1) | * | |||||||
Gilla Kaplan,
Ph.D. |
413,996 | (1) | * | |||||||
Richard C.E.
Morgan |
221,530 | (1) | * | |||||||
Walter L.
Robb, Ph.D. |
786,000 | (1) | * | |||||||
All our
directors and current executive officers as a group (ten persons) |
16,714,520 | (6) | 4.6 | % | ||||||
FMR Corp.
(FMR) 82 Devonshire Street Boston, MA 02109 |
50,197,946 | (7) | 14.4 | % | ||||||
Janus Capital
Management LLC (Janus Capital) 151 Detroit Street Denver, CO 80206 |
38,349,620 | (8) | 11.0 | % |
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Frank T. Cary, who served as a member of our Board of Directors, died on January 1, 2006. |
* |
Less than one percent (1%). |
(1) |
Includes shares of Common Stock that the directors and executive officers have the right to acquire through the exercise of warrants and/or options within 60 days of March 15, 2006 as follows: John W. Jackson 4,722,026; Sol J. Barer 3,914,102; Robert J. Hugin 2,998,286; Jack Bowman 350,000; Michael D. Casey 170,000; Arthur Hull Hayes, Jr. 410,000; Gilla Kaplan 413,996; Richard C.E. Morgan 75,000; and Walter L. Robb 610,000. Does not include shares of Common Stock that the directors and executive officers have the right to acquire through the exercise of options not exercisable within 60 days of March 15, 2006, as follows: John W. Jackson 0; Sol J. Barer 0; Robert J. Hugin 0; Jack L. Bowman 45,000; Michael D. Casey 65,000; Arthur Hull Hayes, Jr. 45,000; Gilla Kaplan 45,000; Richard C.E. Morgan 45,000; and Walter L. Robb 45,000. |
(2) |
Includes shares of Common Stock reflecting matching contributions under our 401(k) Plan in which the executive officers will vest within 60 days of March 15, 2006. |
(3) |
Includes with respect to Mr. Jackson 230,000 shares owned by a family foundation in which Mr. Jackson is a trustee, 3,000 shares held in trust for Mr. Jacksons son in which Mr. Jacksons spouse is a trustee and 400 shares held by Mr. Jacksons minor nephew for which Mr. Jacksons spouse is custodian. |
(4) |
Includes with respect to Dr. Barer 32,360 shares owned by a family foundation in which Dr. Barer is a trustee. |
(5) |
Includes with respect to Mr. Hugin 100,842 shares owned by a family foundation in which Mr. Hugin is a trustee and 4,800 aggregate shares owned by Mr. Hugins children. |
(6) |
Includes or excludes, as the case may be, shares of Common Stock as indicated in the preceding footnotes and shares of Common Stock subject to warrants and/or options that are currently exercisable or exercisable within 60 days of March 15, 2006. |
(7) |
Information regarding FMR was obtained from a Schedule 13G/A, filed by FMR with the Securities and Exchange Commission on February 14, 2006. Such Schedule 13G/A states that, through three wholly owned subsidiaries (Fidelity Management & Research Company, Fidelity Management Trust Company and Strategic Advisers, Inc.), FMR beneficially owns 50,197,946 shares of Common Stock, and has sole dispositive power over all 50,197,946 shares and sole voting power over 57,100 of such shares. |
(8) |
Information regarding Janus Capital was obtained from a Schedule 13G/A, filed by Janus Capital with the Securities and Exchange Commission on February 14, 2006. Janus Capital has an indirect 77.5% ownership stake in Enhanced Investment Technologies LLC (Intech) and an indirect 30% ownership stake in Perkins, Wolf, McDonnell and Company, LLC (Perkins Wolf). Due to the above ownership structure, holdings for Janus Capital, Perkins Wolf and Intech were aggregated for purposes of the Janus Capital Schedule 13G. Janus Capital, Perkins Wolf and Intech are registered investment advisers, each furnishing investment advice to various investment companies registered under the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as Managed Portfolios). As a result of its role as an investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner of 38,349,620 shares of Common Stock held by such Managed Portfolios. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Intech may be deemed to be the beneficial owner of 1,766,236 shares of Common Stock held by such Managed Portfolios. Janus Capital has sole voting power and dispositive power over 38,349,620 shares of Common Stock and shared voting and dispositive power over 1,766,236 shares of Common Stock with Intech. |
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our needs with respect to the particular talents and experience of our directors; |
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the knowledge, skills and experience of nominees, including experience in business or finance, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board of Directors; |
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familiarity with our business and businesses similar or analogous to ours; |
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experience with accounting rules and practices and corporate governance principles; and |
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such other factors as the Nominating Committee deems are in our best interests and the best interests of our stockholders. |
Annual Compensation |
Long-Term Compensation |
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Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Other Annual Compensation ($) |
Restricted Stock Award(s) ($) |
Securities Underlying Options # |
LTIP Payouts ($) |
All Other Compensation ($) |
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John W.
Jackson(1) |
2005 | 800,667 | 1,000,800 | 210,529 | (2) | 0 | 1,798,030 | (3) | 1,095,000 | (4) | 0 | ||||||||||||||||||||||||
Chairman and |
2004 | 770,000 | 924,000 | 204,800 | (2) | 0 | 350,000 | 0 | 0 | ||||||||||||||||||||||||||
Chief
Executive |
2003 | 690,313 | 1,131,606 | 187,578 | (2) | 0 | 500,000 | 0 | 13,390 | (5) | |||||||||||||||||||||||||
Officer |
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Sol J.
Barer, Ph.D.(6) |
2005 | 640,667 | 600,600 | 139,183 | (2) | 0 | 984,538 | (3) | 876,000 | (4) | 0 | ||||||||||||||||||||||||
President and |
2004 | 616,000 | 554,400 | 135,500 | (2) | 0 | 210,000 | 0 | 0 | ||||||||||||||||||||||||||
Chief
Operating |
2003 | 552,250 | 678,964 | 124,400 | (2) | 0 | 315,000 | 0 | 0 | ||||||||||||||||||||||||||
Officer |
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Robert J.
Hugin(7) |
2005 | 560,667 | 420,500 | 95,575 | (2) | 0 | 866,486 | (3) | 766,500 | (4) | 0 | ||||||||||||||||||||||||
Sr. V.
P. & Chief |
2004 | 539,000 | 388,080 | 93,150 | (2) | 0 | 140,000 | 0 | 0 | ||||||||||||||||||||||||||
Financial Officer |
2003 | 483,219 | 475,275 | 86,794 | (2) | 0 | 227,500 | 0 | 0 |
(1) |
Mr. Jackson retired from the office of Chief Executive Officer effective May 1, 2006 and was replaced by Sol J. Barer as of the same date. Mr. Jackson serves as the Executive Chairman of our Board of Directors. |
(2) |
Reflects value of matching contributions under our 401(k) plan and the non-qualified deferred compensation plans. |
(3) |
Includes reload options awarded under the 1998 Stock Incentive Plan. We have amended the 1998 Stock Incentive Plan to eliminate the reload feature for all stock options granted on or after October 1, 2004. |
(4) |
Reflects Long-Term Incentive Plan 2003-2005 payouts. |
(5) |
Reflects the imputed value of life insurance premiums relating to our split-dollar insurance policy for Mr. Jackson that was terminated in 2004 to comply with the provisions of the Sarbanes-Oxley Act of 2002. |
(6) |
Dr. Barer vacated the office of President and Chief Operating Officer and assumed the office of Chief Executive Officer effective May 1, 2006. He was replaced by Robert J. Hugin. |
(7) |
Mr. Hugin assumed the office of President and Chief Operating Officer effective May 1, 2006. He continues to serve as Chief Financial Officer until such time as the Board of Directors has appointed another individual to hold such office. |
Potential Realizable Value Assumed Annual Rates of Price Appreciation for Option Term |
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Name |
Date of Grant |
Number of Securities Underlying Options Granted(1) |
% of Total Options Granted to Employees in 2005(2) |
Exercise Price Per Share |
Expiration Date |
5% |
10% |
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John W.
Jackson |
12/29/05 | 200,000 | 1.4 | % | $ | 34.0450 | 12/29/15 | $ | 4,285,109 | $ | 10,861,018 | ||||||||||||||||||||
12/29/05 | 200,000 | 1.4 | % | $ | 35.6700 | 12/29/15 | $ | 4,489,641 | $ | 11,379,425 | |||||||||||||||||||||
10/14/05 | 50,000 | * | $ | 25.8500 | 10/04/15 | $ | 810,596 | $ | 2,052,916 | ||||||||||||||||||||||
07/05/05 | 50,000 | * | $ | 20.6050 | 07/05/15 | $ | 648,367 | $ | 1,643,349 | ||||||||||||||||||||||
04/05/05 | 50,000 | * | $ | 17.1150 | 04/05/15 | $ | 538,549 | $ | 1,365,005 | ||||||||||||||||||||||
02/15/05 | 200,000 | 1.4 | % | $ | 14.2500 | 02/15/15 | $ | 1,793,591 | $ | 4,546,028 | |||||||||||||||||||||
01/04/05 | 50,000 | * | $ | 12.5850 | 01/4/15 | $ | 396,006 | $ | 1,003,715 | ||||||||||||||||||||||
09/02/05 | (3) | 227,834 | 1.6 | % | $ | 25.6750 | 01/17/11 | $ | 1,755,144 | $ | 3,916,936 | ||||||||||||||||||||
09/02/05 | (3) | 233,238 | 1.6 | % | $ | 25.6750 | 01/25/12 | $ | 2,194,779 | $ | 5,032,664 | ||||||||||||||||||||
09/02/05 | (3) | 55,570 | * | $ | 25.6750 | 06/18/12 | $ | 561,074 | $ | 1,300,382 | |||||||||||||||||||||
09/02/05 | (3) | 57,638 | * | $ | 25.6750 | 12/31/12 | $ | 636,686 | $ | 1,497,314 | |||||||||||||||||||||
09/02/05 | (3) | 240,314 | 1.7 | % | $ | 25.6750 | 06/10/13 | $ | 2,846,554 | $ | 6,775,826 | ||||||||||||||||||||
09/02/05 | (3) | 127,824 | * | $ | 25.6750 | 06/10/13 | $ | 1,514,094 | $ | 3.604,089 | |||||||||||||||||||||
09/02/05 | (3) | 55,612 | * | $ | 25.6750 | 10/22/12 | $ | 595,287 | $ | 1,392,653 | |||||||||||||||||||||
Sol J.
Barer, Ph.D. |
12/29/05 | 200,000 | 1.4 | % | $ | 34.0450 | 12/29/15 | $ | 4,285,109 | $ | 10,861,018 | ||||||||||||||||||||
12/29/05 | 200,000 | 1.4 | % | $ | 35.6700 | 12/29/15 | $ | 4,489,641 | $ | 11,379,425 | |||||||||||||||||||||
10/04/05 | 30,000 | * | $ | 26.7350 | 10/04/15 | $ | 504,754 | $ | 1,279,348 | ||||||||||||||||||||||
07/05/05 | 30,000 | * | $ | 20.6050 | 07/05/15 | $ | 389,020 | $ | 986,009 | ||||||||||||||||||||||
04/05/05 | 30,000 | * | $ | 17.1150 | 04/05/15 | $ | 323,130 | $ | 819,003 | ||||||||||||||||||||||
02/15/05 | 120,000 | * | $ | 14.2500 | 02/15/15 | $ | 1,076,155 | $ | 2,727,617 | ||||||||||||||||||||||
01/04/05 | 30,000 | * | $ | 12.5850 | 01/04/15 | $ | 237,604 | $ | 602,229 | ||||||||||||||||||||||
09/07/05 | (3) | 108,534 | * | $ | 26.3500 | 01/17/11 | $ | 855,601 | $ | 1,908,749 | |||||||||||||||||||||
09/07/05 | (3) | 111,488 | * | $ | 26.3500 | 01/25/12 | $ | 1,074,005 | $ | 2,461,808 | |||||||||||||||||||||
09/07/05 | (3) | 27,666 | * | $ | 26.3500 | 06/18/12 | $ | 286,001 | $ | 662,609 | |||||||||||||||||||||
09/07/05 | (3) | 27,686 | * | $ | 26.3500 | 10/22/12 | $ | 303,460 | $ | 709,669 | |||||||||||||||||||||
09/07/05 | (3) | 40,490 | * | $ | 26.3500 | 06/10/13 | $ | 491,177 | $ | 1,168,738 | |||||||||||||||||||||
09/07/05 | (3) | 28,674 | * | $ | 26.3500 | 12/31/12 | $ | 324,347 | $ | 762,490 | |||||||||||||||||||||
Robert J.
Hugin |
12/29/05 | 120,000 | * | $ | 34.0450 | 12/29/15 | $ | 2,571,065 | $ | 6,516,611 | |||||||||||||||||||||
12/29/05 | 120,000 | * | $ | 35.6700 | 12/29/15 | $ | 2,693,785 | $ | 6,827,655 | ||||||||||||||||||||||
10/04/05 | 20,000 | * | $ | 26.7350 | 10/04/15 | $ | 336,503 | $ | 852,899 | ||||||||||||||||||||||
07/05/05 | 20,000 | * | $ | 20.6050 | 07/05/15 | $ | 259,347 | $ | 657,340 | ||||||||||||||||||||||
04/05/05 | 20,000 | * | $ | 17.1150 | 04/05/15 | $ | 215,420 | $ | 546,002 | ||||||||||||||||||||||
02/15/05 | 80,000 | * | $ | 14.2500 | 02/15/15 | $ | 717,436 | $ | 1,818,411 | ||||||||||||||||||||||
01/04/05 | 20,000 | * | $ | 12.5850 | 01/04/15 | $ | 158,402 | $ | 401,486 |
Potential Realizable Value Assumed Annual Rates of Price Appreciation for Option Term |
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Name |
Date of Grant |
Number of Securities Underlying Options Granted(1) |
% of Total Options Granted to Employees in 2005(2) |
Exercise Price Per Share |
Expiration Date |
5% |
10% | ||||||||||||||||||||||||
Robert J.
Hugin (Continued) |
09/02/05 | (3) | 73,538 | * | $ | 25.6750 | 01/17/11 | $ | 566,508 | $ | 1,264,270 | ||||||||||||||||||||
09/02/05 | (3) | 47,934 | * | $ | 25.6750 | 06/10/13 | $ | 567,785 | $ | 1,351,533 | |||||||||||||||||||||
09/02/05 | (3) | 25,958 | * | $ | 25.6750 | 01/21/14 | $ | 337,214 | $ | 816,524 | |||||||||||||||||||||
09/02/05 | (3) | 184,134 | 1.3 | % | $ | 25.6750 | 06/10/13 | $ | 2,181,094 | $ | 5,191,790 | ||||||||||||||||||||
09/02/05 | (3) | 20,172 | * | $ | 25.6750 | 12/31/12 | $ | 222,826 | $ | 524,026 | |||||||||||||||||||||
09/02/05 | (3) | 75,838 | * | $ | 25.6750 | 01/25/12 | $ | 713,639 | $ | 1,636,385 | |||||||||||||||||||||
09/02/05 | (3) | 19,448 | * | $ | 25.6750 | 06/18/12 | $ | 196,361 | $ | 455,099 | |||||||||||||||||||||
09/02/05 | (3) | 19,464 | * | $ | 25.6750 | 10/22/12 | $ | 208,348 | $ | 487,424 |
* |
Less than one percent (1%) |
(1) |
All options granted in 2005 were granted pursuant to our 1998 Stock Incentive Plan. The grants excluding the 12/29/2005 grant to each of the Named Executive Officers are vested in annual increments of 25% of each total grant, beginning on the date of grant. The 12/29/2005 grants (which were 2006 option awards that were granted on an early basis) were vested at 100% at the time of the grant. All options except the 12/29/2005 grants were granted at the fair market value of Common Stock on the effective date of grant. The 12/29/2005 grants were issued with half the options at a 5% premium of the fair market value and half the options at 10% premium of the fair market value. |
(2) |
The total number of options granted to employees in 2005 was 14,275,630. |
(3) |
These options are reload options, granted following the exercise of options with a reload feature. We have amended the 1998 Stock Incentive Plan to eliminate the reload feature for all stock options granted on or after October 1, 2004. |
Number of Securities Underlying Unexercised Options at December 31, 2005 |
Value of Unexercised In-the-Money Options at December 31, 2005(2) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired on Exercise (#) |
Value Realized ($)(1) |
Exercisable(3) |
Unexercisable |
Exercisable(3) |
Unexercisable |
|||||||||||||||||||||
John W.
Jackson |
2,643,284 | 41,961,839 | 5,722,026 | | 108,261,506 | | |||||||||||||||||||||
Sol J. Barer,
Ph.D. |
1,568,884 | 33,719,410 | 3,877,742 | | 72,686,327 | | |||||||||||||||||||||
Robert J.
Hugin |
1,054,600 | 17,768,932 | 2,998,286 | | 60,442,602 | |
(1) |
Represents the difference between the average high and low trading price of the Common Stock on the NASDAQ National Market on the date the shares were acquired upon exercise and the exercise price of the options exercised multiplied by the number of shares acquired upon exercise. |
(2) |
Represents the difference between the closing market price of the Common Stock as reported by NASDAQ on December 31, 2005 of $32.40 per share and the exercise price per share of the in-the-money options multiplied by the number of shares underlying the in-the-money options. |
(3) |
Represents vested options under the 1992 Long-Term Incentive Plan and vested and unvested options under the 1998 Stock Incentive Plan, which may be exercised under the provisions of each of the plans. Shares of stock underlying unvested options which may be acquired upon exercise of such option (with a value of in-the-money options of $17,338,428 for Mr. Jackson, $8,630,387 for Dr. Barer and $7,501,145 for Mr. Hugin) may not be sold until such options are fully vested. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Remaining Available Number of Securities For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
compensation plans approved by security holders |
47,835,010 | $ | 13.91 | 2,547,992 | ||||||||||
Equity
compensation plans not approved by security holders |
3,164,064 | $ | 9.11 | | ||||||||||
Total |
50,990,074 | $ | 13.61 | 2,547,992 |
Cumulative Total Return |
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12/00 |
12/01 |
12/02 |
12/03 |
12/04 |
12/05 |
||||||||||||||||||||||
CELGENE
CORPORATION |
100.00 | 98.22 | 66.06 | 138.09 | 163.20 | 398.77 | |||||||||||||||||||||
S & P
500 |
100.00 | 88.12 | 68.64 | 88.33 | 97.94 | 102.75 | |||||||||||||||||||||
NASDAQ STOCK
MARKET (U.S.) |
100.00 | 79.08 | 55.95 | 83.35 | 90.64 | 92.73 | |||||||||||||||||||||
NASDAQ
PHARMACEUTICAL |
100.00 | 85.35 | 53.53 | 77.72 | 84.27 | 92.80 |
* |
$100 INVESTED ON 12/31/00 IN STOCK OR INDEX INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31. |
Selected Related Securities Data |
As of 3/31/06 |
|||||
---|---|---|---|---|---|---|
Total Options
Outstanding |
46,211,620 | |||||
Weighted
Average Strike Price |
$ | 14.49 | ||||
Weighted
Average Remaining Life (Yrs) |
6.81 | |||||
Total Options
available for grant under all plans* |
2,751,876 |
* |
The following number of shares of our Common Stock are currently available for grants under our various equity incentive plans: 1998 Stock Incentive Plan 1,938,384; Directors Incentive Plan 678,700; the Anthrogenesis Corporation Qualified Employee Incentive Stock Option Plan 134,792. |
|
$400.0 million of unsecured convertible notes are convertible into 33,022,360 shares of our common stock at a conversion price of approximately $12.1125 per share, as adjusted for the Splits. |
Name and Position |
Dollar Value($) |
Number of Shares Underlying Options |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
John W.
Jackson, Executive Chairman of the Board* |
(1 | ) | (2 | ) | ||||||
Sol J. Barer,
Ph.D., Chief Executive Officer |
(1 | ) | (2 | ) | ||||||
Robert J.
Hugin, President and Chief Operating Officer |
(1 | ) | (2 | ) | ||||||
All Executive
Officers as a Group |
(1 | ) | (2 | ) | ||||||
Non-Executive
Directors as a Group |
(3 | ) | (3 | ) | ||||||
Non-Executive
Officer Employees as a Group |
(4 | ) | (4 | ) |
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Mr. Jackson retired from the office of Chief Executive Officer effective May 1, 2006 and was replaced by Sol J. Barer as of the same date. |
(1) |
Options are to be granted at the fair market value of the underlying shares of Common Stock on the effective date of the grant, with a ten-year expiration date for each option. |
(2) |
Other than the award of 2006 options that were granted on an early basis on December 29, 2005 (as described in footnote 1 to the table entitled Option Grants During Fiscal 2005), we anticipate that after 2006 options may be granted to the named individuals under the 1998 Stock Incentive Plan on a quarterly basis. However, the amount of options that may be granted to the named individuals are based upon various prospective factors and cannot be determined at this time. |
(3) |
Non-executive directors do not participate in the 1998 Stock Incentive Plan and are not qualified to receive any benefits thereunder. |
(4) |
No new options have been granted at this time to any employees. Because the grant of awards under the 1998 Stock Incentive Plan will be based upon prospective factors including the nature of services to be rendered by our key employees and officers and employees and officers of our affiliates, and their potential contributions to our success, actual awards to be granted under the 1998 Stock Incentive Plan cannot be determined at this time. |
2005 |
2004 |
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Audit
Fees |
$ | 1,011,500 | $ | 963,390 | ||||||
Audit-Related
Fees |
$ | 28,500 | $ | 134,875 | ||||||
Tax
Fees |
$ | 140,960 | $ | 50,500 | ||||||
All Other
Fees |
$ | 0 | $ | 0 |
I. |
Pursuant to Article 12 of the Plan, the Plan is hereby amended, effective as of April 19, 2006, subject to stockholder approval, as follows: |
1. |
Section 4.1(a) of the Plan is amended in its entirety to read as follows: |
The aggregate number of shares of Common Stock which may be issued or used for reference purposes under this Plan or with respect to which all Awards may be granted shall not exceed 84,000,000 shares (subject to any increase or decrease pursuant to Section 4.2). Any shares of Common Stock that are subject to Restricted Stock or Performance-Based Awards denominated in shares of Common Stock shall be counted against this limit as 1.6 shares for every share granted. If any Option or Stock Appreciation Right granted under this Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Stock Appreciation Right or Option shall again be available for the purposes of Awards under the Plan. If a share of Restricted Stock or a Performance-Based Awards denominated in shares of Common Stock granted under this Plan is forfeited for any reason, 1.6 shares of Common Stock shall again be available for the purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under this Plan. |
2. |
Section 4.1(b)(i) of the Plan is amended in its entirety to read as follows: |
The maximum number of shares of Common Stock subject to any Option or any Performance-Based Awards denominated in shares of Common Stock for any Performance Period which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee shall be 1,500,000 shares (as adjusted to reflect all adjustments to the Common Stock on or before February 17, 2006, subject to any increase or decrease pursuant to Section 4.2); provided, however, that if the Performance Period is less than three consecutive fiscal years, the maximum number of shares of Common Stock subject to Performance-Based Awards shall be determined by multiplying 1,500,000 by a fraction, the numerator of which is the number of days in the Performance Period and the denominator of which is 1095. |
3. |
The first sentence of Section 4.1(b)(ii) of the Plan is amended in its entirety to read as follows: |
The maximum number of shares of Common Stock subject to any Stock Appreciation Right which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee shall be 1,500,000 shares (as adjusted to reflect all adjustments to the Common Stock on or before February 17, 2006, subject to any increase or decrease pursuant to Section 4.2). |
II. |
Except as specifically amended hereby, the Plan is hereby ratified and confirmed in all respects and remains in full force and effect. |
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VOTE BY INTERNET - www.proxyvote.com |
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS |
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If you would like to reduce the costs incurred by Celgene Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. |
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VOTE BY PHONE - 1-800-690-6903 |
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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VOTE BY MAIL |
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Celgene Corporation, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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CELGE1 |
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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CELGENE CORPORATION |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE |
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TO ELECT TEN DIRECTORS: |
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To withhold authority to vote for any individual |
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Vote On Proposals |
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Against |
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2. |
TO AMEND THE 1998 STOCK INCENTIVE PLAN IN ORDER TO (I) INCREASE THE AGGREGATE NUMBER OF SHARES OF OUR COMMON STOCK THAT MAY BE SUBJECT TO AWARDS THEREUNDER FROM 62,000,000 TO 84,000,000, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE TERMS OF THE 1998 STOCK INCENTIVE PLAN (THE SHARE LIMIT), (II) REMOVE THE LIMIT ON THE NUMBER OF SHARES OF OUR COMMON STOCK WHICH MAY BE SUBJECT TO AWARDS OF RESTRICTED STOCK AND PERFORMANCE-BASED AWARDS DENOMINATED IN SHARES OF OUR COMMON STOCK UNDER THE 1998 STOCK INCENTIVE PLAN AND (III) PROVIDE THAT EACH SHARE OF OUR COMMON STOCK SUBJECT TO AWARDS OF RESTRICTED STOCK OR PERFORMANCE-BASED AWARD DENOMINATED IN SHARES OF COMMON STOCK UNDER THE 1998 STOCK INCENTIVE PLAN WILL BE COUNTED AS 1.6 SHARES AGAINST THE SHARE LIMIT; |
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3. |
TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006; AND |
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TO TRANSACT ANY SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. |
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. |
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Please indicate if you plan to attend this meeting. |
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Note: Please sign exactly as names appear on this proxy. Where shares are held by joint tenants, both should sign. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized person. If a partnership, please sign in partnership name by an authorized person. |
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HOUSEHOLDING
ELECTION -Please indicate if you consent to receive certain |
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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CELGENE CORPORATION
PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
May 10, 2006
The undersigned hereby appoints Sol J. Barer and Robert J. Hugin, and each of them, as proxies with the full power of substitution and resubstitution, to represent and to vote on behalf of the undersigned all of the shares of stock of Celgene Corporation (the Company) which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the offices of the Company, 86 Morris Avenue, Summit, New Jersey 07901 on Wednesday, June 14, 2006, at 1:00 p.m., local time, and at any adjournments thereof, with all powers that the undersigned would possess if personally present, hereby revoking all proxies heretofore given with respect to such stock, upon the proposal listed on the reverse side, and more fully described in the notice of and proxy statement for the meeting (receipt of which is hereby acknowledged). In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.