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

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 §240.14a-12

    VCA INC.    

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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¨   Fee paid 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.
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LOGO

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 16, 2015.

VCA Inc.

VCA Inc.

C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

P. O. BOX 1342

BRENTWOOD, NY 11717

Meeting Information

Meeting Type: Annual Meeting

For holders as of: February 27, 2015

Date: April 16, 2015

Time: 10:00 AM Pacific Time

Location: 12401 West Olympic Boulevard Los Angeles, California, 90064-1022

You are receiving this communication because you hold shares in the company named above.

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.

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

M81180-TBD


LOGO

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

Notice of 2015 Annual Meeting of Stockholders

Proxy Statement

Annual Report on Form 10-K

Form of Proxy Card

How to View Online:

Have the information that is printed in the box marked by the arrow gXXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

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: www.proxyvote.com

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

3) BY E-MAIL*: sendmaterial@proxyvote.com

* 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 gXXXX 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 April 2, 2015 to facilitate timely delivery.

-How To Vote-

Please Choose One of the Following Voting Methods

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 gXXXX XXXX XXXX XXXX (located on the following page) 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.

M81181-TBD


LOGO

Voting Items

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

Nominees:

01) John M. Baumer

02) Frank Reddick

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015.

3. Vote to approve the VCA Inc. 2015 Annual Cash Incentive Plan.

4. Vote to approve the VCA Inc. 2015 Equity Incentive Plan.

5. Advisory vote to approve the compensation of our named executive officers.

The Board of Directors recommends you vote AGAINST proposal 6.

6. Vote on stockholder proposal regarding proxy access.

NOTE: PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING ARE LISTED ABOVE ALONG WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE NOMINEES FOR CLASS I DIRECTORS, IF ELECTED, WILL SERVE A TERM OF THREE YEARS.

M81182-TBD

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