Revised Proxy Soliciting Materials (definitive) (defr14a)

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. 1 )

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Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☑		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

CURAEGIS TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) amends the Definitive Proxy Statement (the “Proxy Statement”) filed by CurAegis Technologies, Inc. (the “Company,” “we” or “us”) with the Securities and Exchange Commission on April 25, 2017. The Proxy Statement was filed in connection with the Company’s 2017 Annual Meeting of Shareholders to be held on June 14, 2017.

This Amendment is being filed to add Proposal No. 4: Advisory Resolution on the Frequency of the Shareholders’ Advisory Resolution on Executive Compensation, which is required by SEC rules to be included every six years regardless of a company’s frequency of holding “say-on-pay” votes historically. We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation, as described in the Supplement to Proxy Statement, dated May 8, 2017 (the “Supplement”). Our recommendation is that we continue to hold the say-on-pay advisory vote on an annual basis as we have done since 2011.

This Amendment includes (i) the Supplement, which adds Proposal No. 4 to the Proxy Statement; (ii) the amended proxy card to be distributed to the Company’s shareholders reflecting the addition of Proposal No 4; and (iii) the transmittal letter to shareholders accompanying these items. No other changes are being made to the Proxy Statement.

May 8, 2017

Dear Shareholder:

You previously received our proxy statement dated April 20, 2017 (the “Proxy Statement”) in connection with the Annual Meeting of Shareholders to be held at the Casa Larga Vineyards, 2287 Turk Hill Road, Fairport, New York 14450 on WEDNESDAY , June 14, 2017 . The attached Supplement is designed solely to add a Proposal Four to the Proxy Statement, which is the Advisory Resolution on the Frequency of the Shareholders’ Advisory Resolution on Executive Compensation . We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation. This proposal, which is required by the SEC to be included every six years regardless of a company’s frequency of holding “say-on-pay” votes historically, is described in the attached Supplement. In 2011, shareholders approved the inclusion of the say-on-pay proposal on an annual basis. We recommend that we continue to hold the say-on-pay advisory vote on an annual basis as we have done since 2011.

We have also included an amended proxy card for your action. If you have already voted and do not submit a new (amended) proxy card, your previously submitted proxy will be voted at the annual meeting with respect to all other proposals but will not be counted in determining the outcome of the Advisory Resolution on Say-on-Pay Frequency of Shareholder Advisory Resolution on Executive Compensation Proposal.

PLEASE NOTE THAT IF YOU SUBMIT A NEW PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.

You can vote by proxy over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials that was mailed to you or, if you requested printed copies of the proxy materials, you can also vote by mail or on the Internet as instructed on the proxy card that you received. You may revoke your proxy and vote in person if you decide to attend the meeting.

Thank you for your continued support.

Cordially,

/s/ Richard A. Kaplan

Richard A. Kaplan

Chief Executive Officer

CurAegis Technologies, Inc.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on June 14, 2017 .

The attached Supplement dated May 8, 2017, the Proxy Statement, the form of amended proxy card, and our 2016 Annual Report on Form 10-K are available at http://viewproxy.com/curaegistechnologies/2017.

CURAEGIS TECHNOLOGIES , INC.

1999 Mt. Read Boulevard Building 3 Rochester, New York 14615

SUPPLEMENT TO PROXY STATEMENT

This Supplement amends our proxy statement dated April 20, 2017 (the “ Proxy Statement ”), which you received previously in connection with our 2017 Annual Meeting of Shareholders to be held on June 14, 2017. This Supplement is designed solely to add a Proposal Four: Advisory Resolution on the Frequency of the Shareholders’ Advisory Resolution on Executive Compensation . We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation. Our recommendation is that we continue to hold the say-on-pay advisory vote on an annual basis as we have done since 2011.

Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. This Supplement should be read together with the Proxy Statement.

ADVISORY RESOLUTION ON FREQUENCY OF SHAREHOLDER
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
(Proposal No. 4 on Proxy Card)

Rationale and Scope of Proposal

In recent years, corporate governance commentators and advisors have advocated and increasingly, governmental regulatory authorities, including the Securities and Exchange Commission, are mandating, that public companies, such as CurAegis, provide a mechanism whereby shareholders can, at least once every six years, advise the company and its board of directors as to how often our shareholders should be able to advise us on named executive officer compensation programs (as described in Proposal No. 2 above).

The resolution by the shareholders on frequency is distinct from the resolution supporting our named executive officers’ compensation for the year 2017. This proposal addresses the question of how often the resolution should be presented to our shareholders and, in this regard, we are soliciting your advice as to whether the resolution on named executive officer compensation should be presented in proxy statements prepared for the annual meeting of directors every year; or every two years; or every three years. You may also abstain from making a choice.

As discussed previously in Proposal 2, the board of directors has determined that shareholders should have an annual opportunity to provide input on our named executive officer compensation programs and policies. The board’s determination was based upon the premise that named executive officer compensation is evaluated, adjusted and approved on an annual basis by the board upon a recommendation from the Governance and Compensation Committee and the board’s belief that investor sentiment should be a factor taken into consideration by the Committee in making its annual recommendation.

Vote Required

This Proposal with respect to the frequency for submission of a resolution to the shareholders soliciting support for the Company’s named executive officer compensation policies and programs is non-binding on the company and our board of directors. You have four choices with respect to indicating such frequency: 1 year; or 2 years; or 3 years; or abstain.

Recommendation of the Board:

The Board of Directors unanimously recommends that the shareholders choose an annual frequency (“one year”) for submission of a resolution to the shareholders soliciting support for the Company’s named executive officer compensation policies and procedures.

The date of this Supplement is May 8, 2017.