- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 07 2011 - 2:19PM
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
x
Filed by a
Party other than the Registrant
¨
Check the
appropriate box:
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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FSI International, 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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¨
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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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(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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¨
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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 January 18, 2012
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Meeting Information
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Meeting Type:
Annual Meeting
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FSI INTERNATIONAL, INC.
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For holders as of:
November 23, 2011
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Date:
January 18, 2012
Time:
3:30 PM
CST
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Location:
Companys Headquarters
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3455 Lyman Boulevard
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Chaska, Minnesota 55318
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Directions: Contact
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Joyce Kasper at 952.448.8922
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FSI INTERNATIONAL, INC.
3455 LYMAN BLVD.
CHASKA, MN 55318-3052
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You are receiving this communication because you hold shares in the above named company.
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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).
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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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0000117798 _1 R1.0.0.11699
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. Notice and Proxy Statement/Annual Report, including 10-K wrap
How to View Online:
Have the information that is printed in
the box marked by the arrow
g
XXXX XXXX XXXX (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
g
XXXX XXXX XXXX (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 January 04, 2012 to
facilitate timely delivery.
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Please Choose One of the Following Voting Methods
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Vote In Person:
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.
At the meeting, you will need to request a ballot to vote these shares.
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
g
XXXX XXXX XXXX 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 proxy card.
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0000117798 _2 R1.0.0.11699
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Voting Items
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The Board of Directors recommends you vote FOR the
following:
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Nominees
01
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James A. Bernards 02 Donald S. Mitchell
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The Board of Directors recommends you vote FOR proposals 2 and 3.
2.
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To approve an amended and restated FSI International, Inc. 2008 Omnibus Stock Plan, including an amendment to increase the aggregate number of shares of our
common stock reserved for issuance under the plan by 1,000,000.
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3.
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To hold an advisory vote on the compensation of our named executive officers.
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The Board of Directors recommends you vote 1 YEAR on the following proposal:
4.
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To hold an advisory vote on the frequency of the advisory vote on executive compensation.
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The Board of Directors recommends you vote FOR the following proposal:
5.
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending August 25, 2012.
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NOTE:
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof,
including the election of any director if any of the nominees is unable to serve or for good cause will not serve.
0000117798 _3
R1.0.0.11699
0000117798 _4
R1.0.0.11699
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