Summary of CELGENE CORP /DE/

Change in Directors or Principal Officers, Submission of Matters to a Vote of S

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 13, 2012, the Company's stockholders approved an amendment (the "Amendment") to the Company's 2008 Stock Incentive Plan (the "Plan") to, among other things:

Х Adopt an aggregate share reserve of 95,981,641 shares of our Common Stock. This number includes our current share reserve of 81,981,641 shares of our Common Stock and 14,000,000 additional new shares of our Common Stock.

Х In connection with the increase in the aggregate share reserve, the "fungible" share limit, which limits the number of "full-value awards" (e.g., restricted stock and RSUs) that may be granted under the Plan by counting shares granted pursuant to such awards as multiple shares against the aggregate share reserve, will be changed from 1.6 shares for every share granted to 2.1 shares for every share granted.

Х Extend the term of the Plan through April 18, 2022.

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 by the Amendment, which Amendment is attached 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 13, 2012.

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

Proposal 1. Election of Directors:



                                          For            Against         Withheld         Broker Non-Votes
Robert J. Hugin                        307,901,783            N/A         8,956,466              50,102,750
Richard W. Barker, D.Phil.             314,191,067            N/A         2,667,182              50,102,750
Michael D. Casey                       311,233,768            N/A         5,624,481              50,102,750
Carrie S. Cox                          312,426,586            N/A         4,431,663              50,102,750
Rodman L. Drake                        311,280,070            N/A         5,578,179              50,102,750
Michael A. Friedman, M.D.              315,053,581            N/A         1,804,668              50,102,750
Gilla Kaplan, Ph.D.                    310,446,077            N/A         6,412,172              50,102,750
James J. Loughlin                      309,089,445            N/A         7,768,804              50,102,750
Ernest Mario, Ph.D.                    284,204,034            N/A        32,654,215              50,102,750

Proposal 2. Ratification of Appointment of KPMG LLP as the Company's Independent
Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2012:



                         For                  356,109,800
                         Against               10,314,324
                         Abstain                  536,875
                         Broker Non-Votes      50,102,750

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

                         For                  247,036,030
                         Against               69,208,231
                         Abstain                  613,988
                         Broker Non-Votes      50,102,750

Proposal 4. Advisory Vote on Executive Compensation:



                         For                  302,226,159
                         Against                14,187149
                         Abstain                  444,941
                         Broker Non-Votes      50,102,750

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

                         For                  189,500,550
                         Against              126,638,690
                         Abstain                  719,009
                         Broker Non-Votes      50,102,750


(c) Not applicable.

(d) Not applicable.