- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 12 2010 - 5:31PM
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
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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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MERGE HEALTHCARE 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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(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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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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(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 September 21, 2010
MERGE HEALTHCARE INCORPORATED
Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
August 10, 2010
Date:
September 21, 2010
Time:
3:00 PM CDT
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Location:
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200 East Randolph Street
Chicago, Illinois 60601
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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. Notice & Proxy Statement 2. Form 10-K, as amended by Amendments No. 1 and 2 thereto on Form 10-K/A
How to View Online:
Have the information
that is printed in the box marked by the arrow
®
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
®
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 September 10,
2010 to facilitate timely delivery.
Please Choose One of the Following Voting Methods
Vote In Person:
If you choose to vote these shares in person at the meeting, you must request
a
legal proxy.
To do so, please follow the instructions at
www.proxyvote.com
or request a paper
copy of the materials, which will contain the appropriate instructions. 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.
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
®
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 voting instruction form.
The Board of Directors recommends that you
vote FOR the following:
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1.
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Election of Directors
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Nominees
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01
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Dennis Brown
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02
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Justin C. Dearborn
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03
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Michael W. Ferro, Jr.
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04
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Gregg G. Hartemayer
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05
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Richard A. Reck
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Neele E. Stearns, Jr.
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07
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Jeffrey A. Surges
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The Board of Directors recommends you vote FOR the following proposal(s):
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Approve the amendment to the Companys Certificate of Incorporation to increase
the number of authorized shares of Common Stock by 50,000,000 shares to 150,000,000
shares.
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3
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Approve the amendment to the Merge Healthcare Incorporated 2005 Equity Incentive Plan
to increase the number of shares of Common Stock authorized for issuance thereunder by
3,000,000 shares.
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4
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Ratify the Companys appointment of the firm BDO USA, LLP as the Companys
independent registered public accounting firm for the 2010 fiscal year.
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NOTE:
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In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting, or any adjournment or postponement thereof.
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