Additional Proxy Soliciting Materials (definitive) (defa14a)
June 06 2014 - 4:26PM
Edgar (US Regulatory)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
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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XenoPort, 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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x
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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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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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2)
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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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NEWS RELEASE
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Company Contact:
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For Immediate Distribution
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Jackie Cossmon
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408-616-7220
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ir@XenoPort.com
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XenoPort Urges Stockholders to Vote FOR ALL XenoPort Director Nominees on the WHITE Proxy Card
SANTA CLARA, Calif.June 6, 2014 XenoPort, Inc. (Nasdaq: XNPT) today reminded stockholders to vote at the Companys
upcoming Annual Meeting of Stockholders on June 11, 2014.
Time is short and stockholders are encouraged to vote the WHITE proxy card today
.
XenoPort urges stockholders not to return any proxy card sent to them by Clinton Relational Opportunity Master Fund, L.P. and its affiliates (Clinton). Even if stockholders have already voted using the gold proxy card, they have the right to
change their vote simply by executing and submitting the
WHITE
proxy card in support of XenoPorts director nominees. Only the last-dated proxy card will count.
Stockholders can vote by telephone or Internet according to the instructions on the
WHITE
proxy card. Voting by telephone or Internet is the best
way to ensure that votes will be counted.
Two independent proxy advisory firms, Institutional Shareholder Services (ISS) and Egan-Jones Proxy Services
(Egan-Jones), have recommended that XenoPort stockholders vote on the WHITE proxy card FOR ALL of XenoPorts director nominees
:
Ronald W. Barrett, Ph.D., Jeryl L. Hilleman and Wendell Wierenga, Ph.D.
XenoPort also urges stockholders to vote
FOR
the approval of the XenoPort, Inc. 2014 Equity Incentive Plan, vote
FOR
the approval, on an advisory basis, of the compensation of XenoPorts named executive officers, and vote
FOR
the ratification of the selection by the audit committee of the Board of Directors
of Ernst & Young LLP as XenoPorts independent registered public accounting firm for the fiscal year ending December 31, 2014. In addition, the XenoPort Board urges stockholders to vote
FOR
Proposals 9
through 14 and
AGAINST
Clinton Proposals 5 through 8.
If you have any questions, require assistance with voting your
WHITE
proxy card or need additional copies of the proxy materials, please contact:
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
Important Additional Information and Where to Find It
XenoPort, Inc., its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in
connection with XenoPorts 2014 Annual Meeting of Stockholders. XenoPort has filed with the SEC and provided to its stockholders a definitive proxy statement and a
WHITE
proxy card in connection with such
solicitation. XENOPORT STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND THE ACCOMPANYING
WHITE
PROXY CARD, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.
Information regarding the names of XenoPorts directors and executive officers and their respective interests
in XenoPort by security holdings or otherwise is set forth in XenoPorts definitive proxy statement for the 2014 Annual Meeting of Stockholders, filed with the SEC on April 22, 2014, including Appendix B thereto.
The definitive proxy statement (and amendments or supplements thereto) and the accompanying
WHITE
proxy card, and any other relevant
documents and other material filed by XenoPort with the SEC, are or will be available for no charge at the SECs website at
www.sec.gov
and at XenoPorts investor relations website at
http://investor.xenoport.com/index.cfm
. Copies may also be obtained free of charge by contacting XenoPort Investor Relations by mail at 3410 Central Expressway, Santa Clara, California 95051 or by telephone at
(408) 616-7200.
About XenoPort
XenoPort,
Inc. is a biopharmaceutical company focused on developing and commercializing a portfolio of internally discovered product candidates for the potential treatment of neurological disorders. XenoPort is currently commercializing
HORIZANT
®
(gabapentin enacarbil) Extended-Release Tablets in the United States and developing its novel fumaric acid ester product candidate, XP23829, as a potential treatment for
psoriasis and/or relapsing forms of multiple sclerosis. REGNITE
®
(gabapentin enacarbil) Extended-Release Tablets is being marketed in Japan by Astellas Pharma Inc.
XenoPorts pipeline of product candidates also includes a potential treatment for patients with Parkinsons disease. To learn more about XenoPort, please visit the Web site at
www.XenoPort.com
.
HORIZANT, REGNITE and XENOPORT are registered trademarks of XenoPort, Inc.
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