UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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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 May 16, 2013.
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| Voting Items | ||||||||||
| A. Proposals—The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 4: | The Board of Directors recommends a vote AGAINST Proposal 5: | |||||||||||||||
| 1. | Election of Directors | 5. | Stockholder proposal titled “Executives to Retain Significant Stock” | |||||||||||||
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Nominees:
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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| 1a. | Charlene Barshefsky | |||||||||||||||
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1b. |
Andy D. Bryant |
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| 1c. | Susan L. Decker | |||||||||||||||
| 1d. | John J. Donahoe | |||||||||||||||
| 1e. | Reed E. Hundt | |||||||||||||||
| 1f. | James D. Plummer | |||||||||||||||
| 1g. | David S. Pottruck | |||||||||||||||
| 1h. | Frank D. Yeary | |||||||||||||||
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1i. |
David B. Yoffie |
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| 2. | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for the current year | |||||||||||||||
| 3. | Advisory vote to approve executive compensation | |||||||||||||||
| 4. | Approval of amendment and extension of the 2006 Equity Incentive Plan | |||||||||||||||
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