Definitive Additional Materials


Washington, D.C. 20549



Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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¨ Preliminary Proxy Statement


¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


¨ Definitive Proxy Statement


þ Definitive Additional Materials


¨ Soliciting Material Pursuant to Section 240.14a-12



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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 13, 2012.




Meeting Information            

      Meeting Type:     Annual Meeting
   CELGENE CORPORATION    For holders as of:     April 18, 2012
      Date:    June 13, 2012     Time: 1:00 PM EDT
      Location:      Celgene Corporation

    Company Offices


    86 Morris Avenue

    Summit, NJ 07901


Meeting Directions:         For directions to the Annual Meeting, please call Investor Relations at (908) 673-9000.






SUMMIT, NJ 07901


You are receiving this communication because you hold shares in Celgene Corporation.


    This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


    See the reverse side of this notice to obtain proxy materials and voting instructions.




  Before You Vote 


How to Access the Proxy Materials


  Proxy Materials Available to VIEW or RECEIVE:    


  Annual Report to Shareholders, including Annual Report on Form 10-K, Notice of Annual Meeting of Stockholders and Proxy   Statement.


  How to View Online:

Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX (located on the following page) and visit:


  How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


                                 1) BY INTERNET:

                                 2) BY TELEPHONE:    1-800-579-1639

                                 3) BY E-MAIL*:  


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 30, 2012 to facilitate timely delivery.






  How To Vote 


Please Choose One of the Following Voting Methods



Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




Voting Items     


The Board of Directors recommends you vote FOR the following:



1.      Election Of Directors





        01)  Robert J. Hugin

  06)  Michael A. Friedman, M.D.

        02)  Richard W. Barker, D. Phil.

  07)  Gilla Kaplan, Ph.D.

        03)  Michael D. Casey

  08)  James J. Loughlin

        04)  Carrie S. Cox

  09)  Ernest Mario, Ph.D.

        05)  Rodman L. Drake

The Board of Directors recommends you vote FOR proposals 2, 3 and 4:   

2.      Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.


3.      Approval of an amendment to the Company’s 2008 Stock Incentive Plan.


4.      Approval, by non-binding vote, of executive compensation of the Company’s named executive officers.

The Board of Directors recommends you vote AGAINST proposal 5:   

5.      Stockholder proposal described in more detail in the proxy statement.

NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR the nominees for the Board of Directors listed in item 1, FOR items 2, 3 and 4, and AGAINST item 5.