SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) |
Lionbridge Technologies, 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):
| ¨ | 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: |
| ¨ | 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.: |
On April 27, 2011, Lionbridge sent the following letter to Fidelity Investments:
April 27, 2011
Via E-Mail
Fidelity Investments
Investment Proxy Research
One Spartan Way TS1E
Merrimack, NH 03054
Attention: Gina R. Caires
Re:Lionbridge Technologies, Inc. Proxy Statement
Ladies and Gentlemen:
Lionbridge Technologies, Inc. (“Lionbridge”) has requested approval by its stockholders of its 2011 Stock Incentive Plan (the “2011 Plan”) at its upcoming 2011 Annual Meeting of Stockholders, as set forth in its proxy statement dated March 22, 2011.
Lionbridge will recommend to its Board of Directors on or before the completion of the next fiscal year, that the 2011 Plan, if adopted by stockholders, be amended to (a) reiterate and confirm the applicability of the minimum 1 year restriction period for performance awards and the minimum 3 year restriction period for non-performance based awards (excluding SARs or options) and (b) clarify that such restrictions may be modified only after the time of grant.
We appreciate the opportunity to discuss with Fidelity its views on our proposed 2011 Plan. Please let us know if you have any further questions.
Sincerely,
/s/ Margaret A. Shukur
Margaret A. Shukur
Senior Vice President, General Counsel and Secretary
Cc: Lionbridge Technologies, Inc. Board of Directors
Important Information
In connection with the solicitation of proxies, on March 23, 2011, Lionbridge filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement in connection with the Company’s 2011 Annual Meeting (the “Proxy Statement”). SEC rules allow Lionbridge to furnish the Proxy Statement and other proxy materials to its stockholders on the internet. Accordingly, stockholders can access the Proxy Statement and other proxy materials and vote atwww.proxyvote.com. LIONBRIDGE’S STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY LIONBRIDGE WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. In addition, Lionbridge files annual, quarterly and current reports with the SEC. These reports can be obtained free of
charge at the SEC’s web site atwww.sec.gov or from the Lionbridge’s website athttp://investors.lionbridge.com. The Proxy Statement, copies of other solicitation materials and these other reports Lionbridge files with the SEC can be obtained at no charge by writing to Lionbridge Technologies, Inc., 1050 Winter Street, Waltham, MA 02451, Attention: Investor Relations.
