Efj Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 12 2008 - 10:22AM
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
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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EFJ,
Inc.
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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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x
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No fee required.
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o
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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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o
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Fee paid previously with preliminary
materials.
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o
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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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May 12, 2008
In
connection with the upcoming annual meeting of stockholders, and as set forth
in the definitive proxy statement filed on Schedule 14A filed with the SEC on April 22,
2008, the Company is asking stockholders to consider, among other proposals, a
proposal to amend the Companys 2005 Omnibus Incentive Compensation Plan (the Plan)
to increase the authorized shares available for issuance. Following discussions with Institutional
Shareholder Services, the Board of Directors has decided that it would be in
the best interests of the Company and stockholders to amend certain language of
the Plan to prohibit the re-pricing of previously issued stock options. Accordingly, and pursuant to the provisions
of the Plan, the Board has amended the Plan by deleting the language contained
in Section 6(b)(v) in its entirety and replacing that language with
the following:
(v)
No Re-Pricing Without Stockholder
Approval
. Except as provided in Section 4,
in no event may the Committee directly or indirectly reduce the exercise price
of an Award after it has been granted without the approval of a majority of the
stockholders eligible to vote.
A copy of the Companys 2005 Omnibus Incentive
Compensation Plan, as currently in effect, can be found by reference to
Appendix A to our definitive proxy statement.
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