SCHEDULE 14A INFORMATION

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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  Preliminary Proxy Statement
  Definitive Proxy Statement
  Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Additional Materials
  Soliciting Material Pursuant to § 240.14a-12

NUANCE COMMUNICATIONS, 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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on February 2, 2021.

 

 

 

 

 

NUANCE COMMUNICATIONS, INC.

 
 

 

 

NUANCE COMMUNICATIONS, INC.

1 WAYSIDE ROAD

BURLINGTON, MA 01803-4609

 

 

 
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Meeting Information

     
       
   

 

Meeting Type:           Annual Meeting

     
    For holders as of:    December 10, 2020      
    Date:    February 2, 2021      Time:    8:00 AM EST      
   

Location:  Meeting live via the Internet-please visit

                    www.virtualshareholdermeeting.com/NUAN2021.

     
   

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/NUAN2021 and be sure to have the information that is printed in the box marked by the arrow LOGO (located in this proxy notice).

     
 

 

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.

 

 

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

 

 
 


 

— Before You Vote —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

PROXY/10K COMBO

 

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (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 LOGO (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 January 19, 2021 to facilitate timely delivery.

 

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— How To Vote —

Please Choose One of the Following Voting Methods

 

 

 

 

Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

During The Meeting:

Go to www.virtualshareholdermeeting.com/NUAN2021. Have the information that is printed in the box marked by the arrowLOGO (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.

 

 


 

    Voting Items    

 
 

 

The Board of Directors recommends you vote FOR the following:

 

1.  Election of Directors

 

Nominees:

 

 

01)     Mark Benjamin

 

06)     Laura Kaiser

 

02)     Daniel Brennan

 

07)     Michal Katz

 

03)     Lloyd Carney

 

08)     Mark Laret

 

04)     Thomas Ebling

 

09)     Sanjay Vaswani

 

05)     Robert Finocchio

 
 

 

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

 

2.  To approve a non-binding advisory resolution regarding Executive Compensation.

 

3.  To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021.

 

The Board of Directors recommends you vote AGAINST proposal 4.

 

4.  To approve a non-binding shareholder proposal to require a shareholder right to written consent.

 

NOTE: Such other business that may properly come before the meeting or any adjournment thereof.

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