SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | þ |
| 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 |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
Scientific Learning Corporation
(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)
| þ | 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. |
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| 8. | Filing Party: |
| 9. | Date Filed: |
SCIENTIFIC LEARNING CORPORATION | |
| 300 Frank H. Ogawa Plaza Suite 600 | |
| Oakland, CA 94612 | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| to be held on | |
| Tuesday, June 11, 2013 |
Dear Stockholder,
The 2013 Annual Meeting of Stockholders of Scientific Learning Corporation will be held at the principal offices of Scientific Learning, 300 Frank H. Ogawa Plaza, Suite 600, Oakland, CA 94612, on Tuesday, June 11, 2013, at 10:00 a.m.Pacific time.
Proposals to be considered at the Annual Meeting:
| (1) | To elect six (6) directors to serve until the 2014 annual meeting of stockholders of the Company; |
| (2) | To hold a non-binding advisory vote on the compensation of our named executive officers; |
| (3) | To hold a non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; |
| (4) | To ratify the selection of Armanino LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013; and |
| (5) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The Board of Directors recommends a vote “FOR” Proposals 1, 2, and 4, and for a frequency of “3 YEARS” in Proposal 3.
| *Stockholders are cordially invited to attend the Annual Meeting and vote in person. |
You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To
Follow The Prompts To Vote Your Shares.
Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.
 | ||
Vote in Person: | Vote Your Proxy on the Internet: | |
If you are a stockholder of record, you may vote in person by attending the meeting and requesting a ballot. If your shares are held of record by a broker or other nominee, you must obtain a proxy issued in your name from that record holder in order to vote in person at the meeting. | Go to www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. | |
| COMPANY ID: | ||
| PROXY NUMBER: | ||
| The Proxy Materials are available for review at: | ACCOUNT NUMBER: | |
http://www.cstproxy.com/scilearn/2013 |
SCIENTIFIC LEARNING
CORPORATION
300 Frank H. Ogawa Plaza
Suite 600
Oakland, CA 94612
Important Notice Regarding the Availability Of Proxy Materials For the Stockholder Meeting to Be Held On June 11, 2013
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
The proxy statement, annual report and other proxy materials are available at:
http://www.cstproxy.com/scilearn/20l3
If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before June 3, 2013 to facilitate a timely delivery.
The following Proxy Materials are available to you to review at: http://www.cstproxy.com/scilearn/2013
| - | the Company’s Annual Report for the year ending December 31, 2012. |
| - | the Company’s 2013 Proxy Statement (including all attachments thereto). |
| - | the Proxy Card. |
| - | any amendments to the foregoing materials that are required to be furnished to stockholders. |
| ACCESSING YOUR PROXY MATERIALS ONLINE |
| Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, 9-digit proxy number and 10-digit account number found in the bottom right hand corner on the front of this notice. |
REQUESTING A PAPER COPY OF THE PROXY MATERIALS |
| By telephone please call 1-888-221-0690, |
| or |
| By logging on to http://www.cstproxy.com/scilearn/2013 |
| or |
| By email at: proxy@continentalstock.com |
| Please include the company name and your account number in the subject line. |