Additional Proxy Soliciting Materials (definitive) (defa14a)
April 17 2014 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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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Emisphere Technologies, 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) (4) 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 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
Shareholder Meeting to Be Held on May 29, 2014
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EMISPHERE TECHNOLOGIES,
INC.
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Meeting Information
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Meeting Type:
Annual Meeting
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For holders as of:
April 04, 2014
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Date:
May 29, 2014
Time:
11:00 AM
EDT
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Location:
65 Livingston Avenue
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Roseland, NJ 07068
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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:
1. Annual Report 2. Notice & Proxy Statement
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 15, 2014 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 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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The Board of Directors recommends you vote
FOR the following:
1.
Election of Directors
Nominees
01 Dr. Mark H. Rachesky 02 Dr.
Michael Weiser
The Board of Directors recommends you vote FOR
proposals 2, 3 and 4.
2
To ratify the appointment of McGladrey LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending December 31, 2014.
3
To approve, on an advisory basis, the compensation of the
Company’s named executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission, including the compensation discussion and
analysis, the compensation tables and any related material
disclosed in the Company’s Proxy Statement.
4
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the
number of authorized shares of common stock from 200,000,000 to
400,000,000 shares and to increase the number of
authorized shares of preferred stock from 2,000,000 to 4,000,000
shares.
NOTE:
Such other business as may properly come before the
meeting or any adjournment thereof.
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