Additional Proxy Soliciting Materials (definitive) (defa14a)
December 16 2016 - 3:55PM
Edgar (US Regulatory)
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act
of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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NUANCE COMMUNICATIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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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 January 30, 2017
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NUANCE COMMUNICATIONS,
INC.
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as of:
December 05, 2016
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Date:
January 30, 2017
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Time:
1:00 PM PST
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Location:
1198 East Arques Avenue
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Sunnyvale, CA
94085
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NUANCE COMMUNICATIONS, INC.
1 WAYSIDE ROAD
BURLINGTON, MA
01803-4609
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You are receiving this communication because you hold
shares in the above named company.
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
www.proxyvote.com
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.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. Proxy/10k Combo
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or
E-MAIL
Copy:
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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:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* 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
(located on the following page) in the subject line.
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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 January 16, 2017 to facilitate timely delivery.
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—
How To Vote
—
Please Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder 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
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
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.
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Voting items
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The Board of Directors recommends you
vote FOR all of the following nominees:
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1.
Election of Directors
Nominees
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01 Paul A. Ricci
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02 Robert J. Finocchio
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03 Robert J. Frankenberg
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04 William H. Janeway
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05 Mark R. Laret
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06 Katharine A. Martin
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07 Philip J. Quigley
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The Board of Directors recommends you vote FOR proposals 2. and 3.
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2.
To approve amendment of the Amended and Restated 2000 Stock
Plan.
3.
To approve a
non-binding
advisory resolution regarding Executive Compensation.
The
Board of Directors recommends you vote 1 YEAR on the following proposal:
4.
To approve a
non-binding
advisory proposal on the frequency of holding future votes regarding executive compensation.
The Board of Directors recommends you vote FOR the following proposal:
5.
To ratify the appointment of BDO USA, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending September 30, 2017.
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The Board of Directors does not have a recommendation for voting
on the following proposal:
6.
To vote on a stockholder proposal regarding proxy access if properly
presented at the meeting.
NOTE:
Such other business as may
properly come before the meeting or any adjournment thereof.
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