- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 06 2011 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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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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Gen-Probe Incorporated
(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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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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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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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 19, 2011
Meeting Information
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Meeting Type:
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Annual Meeting
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For holders as of:
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March 25, 2011
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Date:
May 19, 2011
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Time:
10:00 AM PDT
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Location:
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Gen-Probe Incorporated
10210 Genetic Center Drive
San Diego, California 92121
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GEN-PROBE INCORPORATED
10210 GENETIC CENTER DRIVE
SAN DIEGO, CA 92121-4362
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.
See the reverse side of this notice to
obtain proxy materials and voting instructions.
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report
2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow
è
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:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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*
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
è
XXXX XXXX XXXX
(located on the
following page) in the subject line.
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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 May 05, 2011 to
facilitate timely delivery.
Please Choose One of the Following Voting Methods
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
è
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.
The Board of Directors
recommends you vote
FOR the
following Nominees for a
three-year term:
1.
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Election of Directors
Nominees
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01 Phillip M. Schneider 02 Abraham D. Sofaer 03 Patrick J. Sullivan
The Board of Directors
recommends you
vote FOR
proposals 2 and 3.
2
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To approve the amendment and
restatement of
The 2003
Incentive Award Plan of
Gen-Probe Incorporated.
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3
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Advisory vote on the
compensation of the named
executive officers of
Gen-Probe Incorporated.
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The Board of Directors
recommends you vote for the
selection of every 1 YEAR for
the following proposal:
4
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Advisory vote on the
frequency of future advisory
votes on the compensation of
the named executive officers
of Gen-Probe Incorporated.
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The Board of Directors
recommends you vote FOR the
following proposal:
5
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To ratify the selection of
Ernst & Young LLP as the
independent registered public
accounting firm of Gen-Probe
Incorporated for the fiscal
year ending December 31, 2011.
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NOTE:
*Important*
A.
The Election of Directors
(Proposal 1) is
for a three-year
term expiring at the 2014
Annual
Meeting of Stockholders.
B.
The proxies are authorized to vote,
in their
discretion, upon such
other business as may
properly come
before the meeting.
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