Additional Proxy Soliciting Materials (definitive) (defa14a)

SCHEDULE 14A INFORMATION

(RULE 14a-101)

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 ☐

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☐		Preliminary Proxy Statement

☐		Definitive Proxy Statement

☐		Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

NUANCE COMMUNICATIONS, 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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on February 2, 2021.


		NUANCE COMMUNICATIONS, INC.


		NUANCE COMMUNICATIONS, INC. 1 WAYSIDE ROAD BURLINGTON, MA 01803-4609


		Meeting Information
		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: December 10, 2020
		Date: February 2, 2021 Time: 8:00 AM EST
		Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/NUAN2021.
		The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/NUAN2021 and be sure to have the information that is printed in the box marked by the arrow (located in this proxy notice).
		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.


		— Before You Vote — How to Access the Proxy Materials
		Proxy Materials Available to VIEW or RECEIVE:
		PROXY/10K COMBO
		How to View Online:
		Have the information that is printed in the box marked by the arrow (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 (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 19, 2021 to facilitate timely delivery.

		— How To Vote — Please Choose One of the Following Voting Methods
		Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/NUAN2021. Have the information that is printed in the box marked by the arrow (located on the following page) 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.


		Voting Items
		The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees:
		01) Mark Benjamin		06) Laura Kaiser
		02) Daniel Brennan		07) Michal Katz
		03) Lloyd Carney		08) Mark Laret
		04) Thomas Ebling		09) Sanjay Vaswani
		05) Robert Finocchio
		The Board of Directors recommends you vote FOR proposals 2 and 3. 2. To approve a non-binding advisory resolution regarding Executive Compensation. 3. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021. The Board of Directors recommends you vote AGAINST proposal 4. 4. To approve a non-binding shareholder proposal to require a shareholder right to written consent. NOTE: Such other business that may properly come before the meeting or any adjournment thereof.