Additional Proxy Soliciting Materials (definitive) (defa14a)
June 12 2019 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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 under §240.14a-12
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TESSCO Technologies Incorporated
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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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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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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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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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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 TESSCO TECHNOLOGIES INCORPORATED ANNUAL MEETING OF SHAREHOLDERS Thursday, July 25, 2019 9:00 a.m., Eastern Time 375 West Padonia Road Timonium, Maryland 21093 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on Thursday, July 25, 2019. Notice is hereby given that the Annual Meeting of Shareholders of TESSCO Technologies Incorporated will be held at 375 West Padonia Road, Timonium, Maryland 21093 on Thursday, July 25, 2019 at 9:00 a.m., Eastern Time. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice, Proxy Statement and Annual Report are available at www.proxydocs.com/tess If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before July 13, 2019 to facilitate timely delivery. Matters intended to be acted upon at the meeting are listed below. The Board of Directors recommends that you vote FOR the following Proposals: 1. To elect eight (8) nominees to serve on our Board of Directors, each for a one (1) year term ending at the Annual Meeting of Shareholders to be held in 2020 and until their respective successors are duly elected and qualified. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020. To conduct an advisory vote on named executive officer compensation for the fiscal year ended March 31, 2019. To approve the 2019 Stock and Incentive Plan. 2. 3. 4. Note: In their discretion, the proxies may vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. THIS IS NOT A FORM FOR VOTING You may immediately vote your proxy on the Internet at: www.proxypush.com/tess Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (Central Time) on July 24, 2019. For shares held in TESSCO Technologies Incorporated’s employee benefit plans, the deadline for submitting voting instructions is 11:59 p.m. (Central Time) on July 22, 2019. Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy. • • • Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
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To request paper or e-mail copies of the proxy materials, which include the proxy card, notice, proxy statement and annual report, please contact us via: : Internet/Mobile – Access the Internet and go to www.investorelections.com/tess . Follow the instructions to log in, and order paper copies. ( Telephone – Call us free of charge at 866-870-3684 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order paper copies. E-mail – Send us an e-mail at paper@investorelections.com with “tess Materials Request” in the subject line. The e-mail must include: * • • • The 11-digit control # located in the box in the upper right hand corner on the front of this notice. Your preference to receive printed materials via mail -or-to receive an e-mail with links to the electronic materials. If you choose e-mail delivery you must include the e-mail address to which we can send an e-mail with links to the proxy materials. If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last four digits of your Social Security Number or Tax Identification Number in the e-mail. •
In Person – You may choose to attend the Annual Meeting and vote in person at the meeting. The location and any special requirements for attendance at the Annual Meeting are provided in the 2019 Proxy Statement. Only stockholders who owned common stock at the close of business on the record date, May 28, 2019, may vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. Important Information about the Notice of Proxy Materials This Notice Regarding the Online Availability of Proxy Materials (Notice) is provided to shareholders in place of the printed materials for the upcoming Shareholder Meeting. Information about the Notice: In 2007, the Securities and Exchange Commission adopted a voluntary rule permitting Internet-based delivery of proxy materials. Companies can now send Notices, rather than printed proxy materials to shareholders. This may help lower mailing, printing and storage costs for the company, while minimizing environmental impact. This Notice contains specific information regarding the meeting, proposals and the internet site where the proxy materials may be found. To view the proxy materials online: Please refer to the instructions in this Notice on how to access and view the proxy materials online, including the proxy card, annual report and proxy statement. To receive paper copies of the proxy materials: Please refer to the instructions in this Notice on how to request hard copies of proxy materials via phone, e-mail or Internet.
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