Additional Proxy Soliciting Materials (definitive) (defa14a)
February 16 2018 - 9:12AM
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
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-11(c) or §240.14a-2
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NUANCE COMMUNICATIONS, 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)(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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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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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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AMENDMENT NO. 1 TO PROXY STATEMENT
FOR
2018 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 28, 2018
EXPLANATORY NOTE
This
Amendment No. 1 to Schedule 14A (Amendment No. 1) is being filed to amend the definitive proxy statement of Nuance Communications, Inc. (the Company) for its 2018 Annual Meeting of Stockholders (Proxy
Statement), which was filed with the Securities and Exchange Commission on January 26, 2018 (the Original Proxy Statement), in order to supplement Proposal Two in the Original Proxy Statement.
Proposal Two in the Original Proxy Statement is a proposal to approve amendments to and restate the Amended and Restated 2000 Stock Plan (the
Plan). Proposal Two included a summary description the Plan, including the classes of persons who will be eligible to participate in the Plan and the basis of such participation (the Summary). It has come to our attention
that that the Summary inadvertently omitted the approximate number of persons eligible to participate in the Plan. The approximate number of eligible participants can be determined from disclosure otherwise available in the Companys Annual
Report to Stockholders delivered concurrently with the proxy statement, and we do not believe this omission is material in any respect as to any stockholders decision as to whether to vote for or against Proposal Two. However, we are providing
the following supplement to Proposal Two in the interest of completeness. All other items of the Proxy Statement are unchanged.
SUPPLEMENT TO PROPOSAL TWO
APPROVAL OF AMENDMENTS TO AND RESTATEMENT OF THE AMENDED AND RESTATED 2000 STOCK PLAN
The Summary is hereby supplemented to add the following information to the section titled Description of 2000
Plan-Eligibility:
As of December 31, 2017, we had approximately 16,700 employees, directors
and consultants of the Company and its subsidiaries that would be eligible to participate in the 2000 Plan, including approximately 12,200 employees, 4,500 consultants and contingent workers and the Companys
non-employee
directors of which there are currently nine and which will decline to eight at the conclusion of the 2018 Annual Meeting. Participation in the 2000 Plan is determined by the plan administrator.
Information about the number and roles of employees may also be found in our Annual Report on Form
10-K
filed on November 29, 2017, copies of which were distributed to stockholders with this proxy
statement.
*****
Your
vote is important
, no matter how many or how few shares you may own. If you have not already done so, please vote
TODAY
by telephone, via the Internet, or by signing, dating and returning the proxy card previously mailed to you.
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