Additional Proxy Soliciting Materials (definitive) (defa14a)
February 09 2017 - 04:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
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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VeriFone Systems, 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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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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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 maximum aggregate value of transaction:
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5.
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Total fee paid:
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☐
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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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4.
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Date Filed:
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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 March 23, 2017.
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VERIFONE SYSTEMS, INC.
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Meeting
Information
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Meeting Type:
Annual
Meeting
For holders as of:
January 27, 2017
Date:
March 23, 2017
Time:
9:30 AM PDT
Location:
VeriFone Systems, Inc.
88
W. Plumeria Drive
San
Jose, CA 95134
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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:
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1. 2017 Notice and Proxy Statement 2. Annual Report
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.
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 March 09, 2017 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:
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.
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The Board of Directors recommends you vote FOR the following proposal(s):
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1.
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Election of Directors
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Nominees
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1.1
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Robert W. Alspaugh
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1.2
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Karen Austin
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1.3
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Paul Galant
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1.4
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Alex W. (Pete) Hart
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1.5
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Robert B. Henske
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1.6
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Eitan Raff
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1.7
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Jonathan I. Schwartz
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1.8
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Jane J. Thompson
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The Board of Directors recommends you vote FOR the
following proposal(s):
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2
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Approval of the amendment and restatement of the Verifone 2006 Equity
Incentive Plan to, among other things, increase the number of shares of common stock that may be issued thereunder and provide a maximum annual limit on
non-employee
director compensation.
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3
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An advisory vote to approve the compensation of our named executive officers.
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The Board of Directors recommends you vote 1 YEAR on the following proposal:
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4
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An advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers.
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The Board of Directors recommends you vote FOR the following proposal(s):
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5
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Ratification of the selection of Ernst & Young LLP as Verifones independent registered public accounting firm for our fiscal year ending October 31, 2017.
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NOTE:
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Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
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