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
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 under §240.14a-12 | |||
THE HACKETT GROUP, INC. | ||||
(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:
| |||
The Company announced today that its 2011 Annual Meeting of Shareholders has been adjourned with respect to Proposal 2, a proposal to approve an amendment to the Company’s 1998 Stock Option and Incentive Plan (the “Plan”) to raise the sublimit for restricted stock and restricted stock unit issuances thereunder by 2,500,000 shares. The Company adjourned the meeting with respect to Proposal 2 after it identified an incorrect number in its discussion of Proposal 2 in its proxy statement. Specifically, the discussion of the proposal stated that the aggregate number of shares that would be available for issuance under the sublimit if the amendment were approved would be 12,175,000 shares. The correct amount is 13,000,000. As a result, Institutional Shareholder Services (“ISS”) provided its recommendation assuming an increase of 1,675,000 shares under the sublimit instead of the 2,500,000 shares recommended by the Board of Directors. The Board determined to adjourn the meeting in order to correct the disclosure and to provide ISS the time necessary to review its recommendation utilizing the 2,500,000 share request. The purpose of the adjournment was not to solicit additional votes “for” the proposal. Since the correction should not change the conclusion of the ISS Share Value Transfer calculation, the Board expects to preserve the ISS recommendation.
The Company announced at its Annual Meeting of Shareholders that the adjournment with respect to Proposal 2 will be until 11:00 a.m., local time, on June 6, 2011 at the Company’s Headquarters located at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida. The Company will provide revised proxy materials to shareholders prior to the date of the reconvened meeting, at which time it will hold the shareholder vote on Proposal 2.