Amended Current Report Filing (8-k/a)
15 December 2017 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 14, 2017
CELGENE
CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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001-34912
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22-2711928
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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86 Morris Avenue, Summit,
New Jersey
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07901
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
EXPLANATORY NOTE
This Form 8-K/A amends the Current Report on Form 8-K filed
by Celgene Corporation (the “Company”) on June 14, 2017 to set forth under Item 5.07(d) of Form 8-K the
Board’s determination regarding the frequency of future advisory votes on executive compensation.
ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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(d) The Board of Directors of the Company has determined
that, in light of the results of the advisory vote on the frequency of future advisory votes on executive compensation (proposal
5), the Company intends to hold such votes each year until the next required vote on the frequency of such advisory votes on executive
compensation (no later than the annual meeting to be held in 2023.
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.
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CELGENE CORPORATION
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Date: December 14, 2017
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By:
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/s/ Peter N. Kellogg
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Peter N. Kellogg
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Executive Vice President and Chief Financial Officer
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