UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
x | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
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Inland Diversified Real Estate Trust, 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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o | Fee paid previously with preliminary materials. | ||
o | 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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Inland Diversified Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
(800) 826-8228
Additional Material for Proxy Statement
for the
Annual Meeting of Stockholders
to be held
June 3, 2010
Dear Stockholder:
The board of directors of Inland Diversified Real Estate Trust, Inc. (referred to herein as the “Company,” “we,” “our” or “us”) regrets to report that Mr. Donald J. Figura passed away on April 29, 2010 at the age of 64. Mr. Figura served on our board of directors since September 2008 and was the chairman of our audit committee as well as a member of the nominating and corporate governance committee.
Mr. Figura was a nominee for election to our board of directors at the Company’s annual stockholders’ meeting to be held on June 3, 2010 (the “Annual Meeting”). Because of Mr. Figura’s death, Mr. Figura has been removed as a nominee for election to the board of directors at the Annual Meeting. The board has not designated a substitute nominee for Mr. Figura, but intends to begin evaluating candidates to fill the vacancy and to assume chairmanship of the audit committee and serve as the Company’s “audit committee financial expert.” Although a majority of our directors must be “independent,” our charter provides an exception for up to sixty days after the death, removal or resignation of an independent director, pending the election of that independent director’s successor. The board of directors will therefore present only six nominees for election to the Company’s board of directors at the Annual Meeting. The board recommends that you vote FOR each of these six nominees.
If you have already voted your shares by proxy, your shares will be voted as specified in your prior vote with regard to the existing nominees, unless you choose to revoke your proxy. If you have not already voted your shares by proxy, you may still use the original proxy card that we previously distributed, and your vote with respect to nominees for director will be counted accordingly, other than votes with respect to Mr. Figura, which will be disregarded for purpose of the election of directors at the Annual Meeting.
| By order of the Board of Directors, |
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| Cathleen M. Hrtanek |
| Secretary |
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May 3, 2010 |
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