Headwaters DEFA14A Additional proxy soliciting materials

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.     )
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o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12
HEADWATERS INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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*** Exercise Your Right to Vote *** HEADWATERS INCORPORATED Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 23, 2012 Meeting Information Meeting Type: Annual Meeting For holders as of: December 30, 2011 Date: February 23, 2012 Time: 2:00 PM MST Location: 10653 S. River Front Parkway Suite 300 South Jordan, Utah 84095 You are receiving this communication because you hold shares in the above named company. HEADWATERS 10653 S. RIVER FRONT PARKWAY SUITE 300 SOUTH JORDAN. UT 84095 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. 0000119749_1 R1.0.0.11699

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: 1. Annual Report 2. Form 10-K 3. Notice & Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow —)e 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: 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 —) 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 February 09, 2012 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements in cluding, 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 —) 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. 0000119749_2 R1.0.0.11699

Voting items The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Blake O. Fisher, Jr. 02 Grant E. Gustafson 03 James A. Herickhoff The Board of Directors recommends you vote FOR proposals 2, 3, 4, and 5. 2. RATIFY THE SELECTION BY THE BOARD OF BDO USA, LLP AS INDEPENDENT AUDITORS OF HEADWATERS FOR FISCAL 2012. 3. APPROVE 2012 EXECUTIVE MASTER BONUS PLAN. 4. APPROVE 2,700,000 INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE 2010 INCENTIVE COMPENSATION PLAN. 5. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 0000119749_3 R1.0.0.11699

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