Additional Proxy Soliciting Materials (definitive) (defa14a)
May 09 2014 - 1:16PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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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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WAVE SYSTEMS CORP.
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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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(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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(5)
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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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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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BARCODE See the
reverse side of this notice to obtain proxy materials and voting
instructions. BROKER LOGO HERE 1 OF 2 12 15 1234567 1234567 1234567 1234567
1234567 1234567 1234567 Broadridge Internal Use Only Job # Envelope #
Sequence # # of # Sequence # *** Exercise Your Right to Vote *** Important
Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to Be Held on <mtgdate>. 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. Meeting Information Meeting Type: <mtgtype> For holders
as of: <recdate> Date: Time: <mtgtime> Location: 0000214428_1
R1.0.0.51160 WAVE SYSTEMS CORP. Annual Meeting June 19, 2014 June 19, 2014
4:00 PM EDT April 29, 2014 The Grand Hyatt 109 East 42nd Street New York, New
York 10017 Return Address Line 1 Return Address Line 2 Return Address Line 3
51 MERCEDES WAY EDGEWOOD NY 11717 Investor Address Line 1 Investor Address
Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line
5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
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How To Vote
Please Choose One of the Following Voting Methods Internal Use Only Before
You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW
or RECEIVE: 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: 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 (located on the
following page) in the subject line. . XXXX XXXX XXXX . XXXX XXXX XXXX Vote
In Person: If you choose to vote these shares in person at the meeting, you
must request a "legal proxy." To do so, please follow the
instructions at www.proxyvote.com or request a paper copy of the materials,
which will contain the appropriate instructions. 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.
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 voting instruction form. .
XXXX XXXX XXXX 0000214428_2 R1.0.0.51160 1. Annual Report 2. Notice &
Proxy Statement 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 June 05, 2014 to facilitate
timely delivery.
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BARCODE
123456789012 123456789012 123456789012 123456789012 123456789012 123456789012
123456789012 123456789012 123456789012 123456789012 123456789012 123456789012
Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope #
Sequence # # of # Sequence # 0000 0000 0000 . Voting items 0000214428_3 R1.0.0.51160
The Board of Directors recommends that you vote FOR the following: 1.
Election of Directors Nominees 01 John E. Bagalay, Jr. 02 Nolan Bushnell 03
Robert Frankenberg 04 George Gilder 05 William Solms 06 Lorraine Hariton 07
David Côté The Board of Directors recommends you vote FOR the following
proposal(s): 2 To approve a Nonbinding Advisory Resolution on the
Compensation of Wave Systems Corp. Named Executive Officers: 3 To approve the
Amended and Restated 2004 Employee Stock Purchase Plan. 4 Ratification of
KPMG LLP as Independent Registered Public Accounting Firm for 2014; NOTE: In
their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
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THIS SPACE
RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW
YORK STOCK EXCHANGE Voting Instructions THIS SPACE RESERVED FOR SIGNATURES IF
APPLICABLE P99999-010 12 15 # OF # Broadridge Internal Use Only Job #
Envelope # Sequence # # of # Sequence # Reserved for Broadridge Internal
Control Information 0000214428_4 R1.0.0.51160
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