SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ¨ | | Preliminary Proxy Statement |
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| ¨ | | Definitive Proxy Statement |
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| x | | Definitive Additional Materials |
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| ¨ | | Soliciting Material under § 240.14a-12 |
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Procera Networks, Inc. |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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See the reverse side of this notice to obtain
proxy materials and voting instructions.
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on August 27, 2012.
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
Meeting Information
Meeting Type: Annual Meeting
For holders as of: < July 02, 2012
Date: Time: 9:30 AM PDT
Location: 4121 Clipper Court
Fremont, CA 94538
0000147162_1 R1.0.0.11699
PROCERA NETWORKS, INC.
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
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Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
How To Vote
XXXX XXXX XXXX
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the
following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow (located on the following page) in the subject line.
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0000147162_2 R1.0.0.11699
1. Notice & Proxy Statement 2. Form 10-K
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before August 13, 2012 to facilitate timely delivery.
Voting items
The Board of Directors recommends you vote
FOR the following:
1. Election of Directors
Nominees
01 Scott McClendon 02 James F. Brear 03 Staffan Hillberg 04 B.G. Kumar 05 Alan B. Lefkof
06 Mary Losty 07 Thomas Saponas 08 William Slavin
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
2. To approve amendments to the Company’s 2007 Equity Incentive Plan to: (a) increase the number of shares of
common stock that may be issued under the Plan by 800,000 shares, and (b) eliminate the Board’s ability to
take action related to the 2007 Equity Incentive Plan that would be treated as a repricing under generally
accepted accounting principles without the approval of the Company’s stockholders.
3. Advisory vote to approve named executive officer compensation.
4 To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the
Company for its fiscal year ending December 31, 2012.
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before
the meeting or any adjournment thereof.
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0000147162_3 R1.0.0.11699
Reserved for Broadridge Internal Control Information
NAME
THE COMPANY NAME INC. - COMMON 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345
THE COMPANY NAME INC. - 401 K 123,456,789,012.12345
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE
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