UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x 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 |
| |
| x | | Definitive Additional Materials |
| |
| ¨ | | Soliciting Material Pursuant to § 240.14a-12 |
CEPHEID
(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):
| | | | |
| |
| x | | 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: |
CEPHEID
904 Caribbean Drive
Sunnyvale, California 94089
SUPPLEMENT TO PROXY STATEMENT
This Supplement provides updated information for Cepheid’s proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016, as updated pursuant to the Supplement to Proxy Statement filed with the SEC on April 5, 2016 (together, the “Proxy Statement”), which was previously provided, or made available, to Cepheid’s shareholders. Other than the change described below, there are no other revisions to the Proxy Statement.
Effective as of April 12, 2016, (i) Cepheid’s Compensation and Organizational Development Committee (the “Compensation Committee”) shall be comprised of Hollings C. Renton (chair), Robert J. Easton and Glenn D. Steele, Jr. and (ii) Cepheid’s Nominating and Governance Committee (the “Nominating Committee”) shall be comprised of Thomas D. Brown (chair), Robert J. Easton and Cristina H. Kepner. Cepheid’s Board of Directors has determined that Mr. Easton and Ms. Kepner met the independence requirements under NASDAQ listing standards.
Effective as of the same date, Thomas L. Gutshall ceased to serve on the Compensation Committee and the Nominating Committee.
