Additional Proxy Soliciting Materials (definitive) (defa14a)
April 25 2016 - 6:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of
1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary 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 Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Cray Inc.
(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):
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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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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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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to Be Held on June 8, 2016.
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CRAY INC.
CRAY INC.
901 FIFTH AVENUE, STE.1000
SEATTLE, WA 98164
ATTN: LEGAL
DEPARTMENT
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Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
April 8, 2016
Date:
June 8, 2016
Time:
3:00 p.m., PDT
Location:
901 Fifth Avenue
Fifth Avenue Conference Room
Seattle, WA 98164
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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.
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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:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow
(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:
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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.
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 May 25, 2016 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 shareholder meetings have attendance requirements. 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. For a map and/or directions to our corporate headquarters, see our website,
www.cray.com
, under Company Information Contact.
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
(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.
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The Board of Directors recommends that you vote
FOR the following nominees:
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1.
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Election of Directors, each to serve a one-year term.
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Nominees:
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01)
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Prithviraj Banerjee
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05)
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Daniel C. Regis
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02)
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Martin J. Homlish
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06)
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Max L. Schireson
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03)
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Stephen C. Kiely
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07)
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Brian V. Turner
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04)
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Sally G. Narodick
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08)
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Peter J. Ungaro
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The Board of Directors recommends that you vote FOR the following proposals:
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2.
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To ratify the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for the year ending December 31, 2016.
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3.
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To vote on the amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder and to re-approve the performance factors under our 2013
Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
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4.
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To vote, on an advisory or non-binding basis, to approve the compensation of our Named Executive Officers.
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NOTE:
Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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