DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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  ¨

Check the appropriate box:

¨    Preliminary Proxy Statement

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

¨    Definitive Proxy Statement

x    Definitive Additional Materials

¨    Soliciting Material Pursuant to Section 240.14a-12

IMMUCELL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1) Title of each class of securities to which transaction applies:

  

 

 

  2) Aggregate number of securities to which transaction applies:

  

 

 

  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

 

 

  4) Proposed maximum aggregate value of transaction:

  

 

 

  5) Total fee paid:

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1) Amount Previously Paid:

  

 

 

  2) Form, Schedule or Registration Statement No.:

  

 

 

  3) Filing Party:

  

 

 

  4) Date Filed:

  

 

ANNUAL MEETING OF STOCKHOLDERS OF

IMMUCELL CORPORATION

June 15, 2011

 

  PROXY VOTING INSTRUCTIONS     

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.      
     

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718- 921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

    

 

COMPANY NUMBER

 

    

 

Vote online/ phone until 11:59 PM EST the day before the meeting.

 

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

    

 

ACCOUNT NUMBER

 

    
       
         
IN PERSON - You may vote your shares in person by attending the Annual Meeting.      

 

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement

are available at www.immucell.com

 

¯ Please detach along perforated line and mail in the envelope provided. IF you are not voting via telephone or the Internet. ¯

 

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20630000000000001000    5

        

061511

 

 

SAID PROXIES ARE DIRECTED TO VOTE AS INDICATED ON THE FOLLOWING PROPOSALS:

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

 

 

                FOR   AGAINST   ABSTAIN
1.  ELECTION OF DIRECTORS:    

2.  TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

   ¨   ¨   ¨
    NOMINEES:                

¨   FOR ALL NOMINEES

 

¨  WITHHOLD AUTHORITY

      FOR ALL NOMINEES

 

¨  FOR ALL EXCEPT

      (See instructions below)

    

O  MICHAEL F. BRIGHAM

O  JOSEPH H. CRABB

O  WILLIAM H. MAXWELL

O  LINDA RHODES

O  JONATHAN E. ROTHSCHILD

O  DAVID S. TOMSCHE

        

3.  OTHER MATTERS:

     To vote with discretionary authority upon any other matters which may properly come before the meeting or any adjournment thereof.

 

Each stockholder should specify by a mark in the appropriate box above how he wishes his shares voted. Shares will be voted as specified. IF NO SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL ONE HEREIN AND FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DESCRIBED IN PROPOSAL TWO ABOVE.

           

 

PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE REPLY ENVELOPE.

INSTRUCTION:    To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:  l

    
             
 
                      PLEASE CHECK HERE IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING IN PERSON.   ¨
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.   ¨      

 

Signature of Shareholder             Date:             Signature of Shareholder           Date:        

 

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Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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