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
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | | Preliminary Proxy Statement |
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| ¨ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ¨ | | Definitive Proxy Statement |
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| x | | Definitive Additional Materials |
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| ¨ | | Soliciting Material Pursuant to §240.14a-12 |
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DRESSER-RAND GROUP INC.
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| (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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| Payment of Filing Fee (Check the appropriate box): |
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| þ | | No fee required. |
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| ¨ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | (1) | | Title of each class of securities to which transaction applies: |
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| | (2) | | Aggregate number of securities to which transaction applies: |
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| | (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): |
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| | (4) | | Proposed maximum aggregate value of transaction: |
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| | (5) | | Total fee paid: |
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| ¨ | | Fee paid previously with preliminary materials. |
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| ¨ | | 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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| | (1) | | Amount Previously Paid: |
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DRESSER-RAND®
* E-MAIL paper@investorelections.com INTERNET www.investorelections.com/drc TELEPHONE (866) 648-8133 View Materials Online at www.¬ proxydocs.com/drc A convenient way to view proxy materials and VOTE! ¡ To view your proxy materials online, go to www.proxydocs.com/drc Have the 12 digit control number available when you access the website and follow the instructions. Copyright © 2014 Mediant Communications LLC. All Rights Reserved Important Notice Regarding the Availability of Proxy Materials for Dresser-Rand Group Inc. 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. To view the proxy statement and annual report, go to www.proxydocs.com/drc. To vote your proxy while visiting this site you will need the 12 digit control number in the box below. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to adopt these rules and need YOUR participation. If you want to receive a paper or e-mail copy of the proxy material, you may request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s annual meeting, you must make this request on or before April 25, 2014. Material may be requested by one of the following methods: Dresser-Rand Group Inc. Notice of Annual Meeting The 2014 Annual Meeting of Stockholders of Dresser-Rand Group Inc., will be held Tuesday, May 6, 2014, at 8:30 am, Central Time, at the Company's headquarters located at West8 Tower, Suite 1000, 10205 Westheimer, Houston, TX 77042 for the following purposes: The Board of Directors unanimously recommends that you vote: – “FOR” the election of the Directors in Proposal One; and – “FOR” Proposals Two and Three. 1. Elect eight Directors to serve until the next annual meeting of stockholders and until their successors have been duly elected and qualified; 01 William E. Macaulay 03 Rita V. Foley 05 Philip R. Roth 07 Michael L. Underwood 02 Vincent R. Volpe Jr. 04 Louis A. Raspino 06 Stephen A. Snider 08 Joseph C. Winkler III 2. Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for the fiscal year ending December 31, 2014. 3. Adopt an advisory resolution to approve executive compensation. 4. Consider any other matters that properly come before the annual meeting or any adjournment or postponement thereof. Vote In Person Instructions: While we encourage stockholders to vote by the means indicated above, a stockholder is entitled to vote in person at the annual meeting. Additionally, a stockholder who has submitted a proxy before the meeting may revoke that proxy in person at the annual meeting. Should you require directions to the annual meeting, please call (713) 973-5355. CONTROL NO. * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material. You must use the 12 digit control number located in the box below. ACCOUNT NO.# SHARES
