OSIRIS THERAPEUTICS, INC.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF OSIRIS THERAPEUTICS, INC.
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of 2012 Annual Meeting of Stockholders and Proxy Statement dated April 27, 2012, in connection with the 2012 Annual Meeting of Stockholders of Osiris Therapeutics, Inc. to be held at 1:00 p.m., EDT, on Monday, June 11, 2012 at the offices of Osiris Therapeutics, Inc., 7015 Albert Einstein Drive, Columbia, Maryland 21046, and hereby appoints C. Randal Mills and Philip R. Jacoby, Jr., and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution in each, to appear for and vote all shares of the Common Stock of OSIRIS THERAPEUTICS, INC. registered in the name provided herein which the undersigned is entitled to vote, at the 2012 Annual Meeting of Stockholders, and at any postponements or adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as indicated below hereof on the proposals set forth in said Proxy.
SEE BELOW FOR ALL PROPOSALS. If you wish to vote in accordance with the Board of Directors’ recommendations, just sign below. You need not mark any boxes. Please mark, date and return this card promptly, using the enclosed envelope. No postage is required if mailed in the United States.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA
THE INTERNET .
x Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.
1. Election of one Class III Director (or if the nominee is not available for election, such substitute as the Board of Directors may designate) for a three-year term and until his successor is duly elected and qualified.
| Nominee: | Peter Friedli |
| |
FOR THE NOMINEE | o |
| |
WITHHOLD AUTHORITY FOR THE NOMINEE | o |
TO VOTE “FOR THE NOMINEE” OR TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE MARK THE APPROPRIATE BOX ABOVE.
2. Proposal to approve the amendment to our Amended and Restated 2006 Omnibus Plan and to re-approve the Amended and Restated 2006 Omnibus Plan including for purposes of Section 162(m) of the Internal Revenue Code of 1986.
| FOR | | AGAINST | | ABSTAIN |
| | | | | |
| o | | o | | o |
3. Proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.
| FOR | | AGAINST | | ABSTAIN |
| | | | | |
| o | | o | | o |
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
This Proxy when executed will be voted in the manner directed herein. If no direction is made this proxy will be voted FOR THE NOMINEE in Proposal No. 1, FOR Proposal No. 2 and FOR Proposal No. 3.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature: | | | Date: |
| | | |
Signature: | | | Date: |
| | | |
NOTE: Please insert date and sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, or officer or other authorized person on behalf of a corporation or other entity, or in another representative capacity, please give full title as such under signature(s).
