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 |
Elephant Talk Communications Corp.
N/A
(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.: |
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| 4) | Date Filed: |
ELEPHANT TALK COMMUNICATIONS, INC.
19103 Centre Rose Boulevard
Lutz, FL 33558
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
to be held on
September 14, 2011
Dear Stockholder,
The 2011 Annual Meeting of Stockholders of ELEPHANT TALK COMMUNICATIONS, INC. (the “Company”), will be held at 9:00 a.m. Eastern Daylight Time, on Wednesday, September 14, 2011 at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, 11th Floor, New York, New York, 10017.
Proposals to be considered at the Annual Meeting:
| (1) | To elect seven directors for a term expiring at the next annual meeting of the company, or until their successors are duly elected and qualified. |
| (2) | To approve a change in corporate domicile from California to Delaware. |
| (3) | To adopt an amendment to our 2008 Long-Term Incentive Plan. |
| (4) | To ratify the appointment of BDO Seidman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011. |
| (5) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Management recommends a vote “FOR”: ALL MATTERS
| *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 Your Proxy on the Internet: Go to www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. |
The Proxy Materials are available for review at:
http://www.cstproxy.com/elephanttalk/2011
ELEPHANT TALK COMMUNICATIONS, INC.
19103 Centre Rose Boulevard
Lutz, FL 33558
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held September 14, 2011. The Proxy Statement and our 2010 Annual Report to Stockholders are available at: http://www.cstproxy.com/elephanttalk/2011
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.
If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge or such documents to be mailed to you. Please make your request for a copy as instructed below on or before September 6, 2011 to facilitate a timely delivery.
The following Proxy Materials are available to you to review at: http://www.cstproxy.com/elephanttalk/2011
| - | the Company’s Annual Report for the year ended December 31, 2010 |
| - | the Company’s 2011 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. |
REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-888-221-0690 or By Internet at http://www.cstproxy.com/elephanttalk/2011 or By email at: proxy@continentalstock.com Please include the company name and your account number in the subject line. |