Additional Proxy Soliciting Materials (definitive) (defa14a)

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 ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

INVENSENSE, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	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.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

LOGO

PLEASE VOTE YOUR SHARES TODAY! THE SPECIAL MEETING

IS LESS THAN THREE-WEEKS AWAY.

May 1, 2017

Dear Stockholder:

To ensure that your shares are counted at the May 17 ^th special meeting to approve the merger with TDK, we ask that you please take a moment right now and return the enclosed proxy card. This will only take a few moments, but it is important that you vote today to have you voice heard in this pressing matter related to your investment. With less than three-weeks until the special meeting, time is short, so we urge you to act promptly.

Our Board of Directors has unanimously determined that the Merger, and the transactions contemplated by the Merger Agreement, are fair to and in the best interests of InvenSense and its stockholders. Our board recommends that you vote “FOR” all proposals on the agenda.

We are enclosing a duplicate proxy card for your use and convenience. We have also made arrangements for you to be able to vote by telephone or internet, as well as, by mail. Simply follow the instructions on the enclosed proxy card. Voting will only take a few moments, but will save us the expense of contacting you again.

Holders of a majority of all outstanding shares must vote in favor to authorize the merger. If you don’t vote, your non-vote will have the same effect as a vote against the merger. Please remember - every share and every vote counts!

We urge you to help save your Company the expense of additional solicitation efforts by voting today.

If you have any questions, please call our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885.

Thank you for your continued support.

Sincerely,

LOGO