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
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box;
| ¨ | Preliminary Proxy Statement |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Rule 14a-12 |
| ¨ | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Exelis 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):
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. |
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*** Exercise YourRight to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 7, 2014
| EXELIS INC.
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).
EXELIS INC. 1650 TYSONS BLVD., SUITE 1700 MCLEAN, VA 22102 | Meeting Information | ||||
| Meeting Type: Annual Meeting | ||||||
| For holders as of: March 14, 2014 | ||||||
| Date: May 7, 2014 Time: 8:00 a.m., EDT | ||||||
Location: Exelis Inc., 1650 Tysons Boulevard, Suite 1700, Mclean, VA 22102
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| We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||||||
ADMISSION TICKET | ||||||
This is notice of your invitation to attend the Annual Meeting of Shareholders of Exelis Inc. to be held on Wednesday, May 7, 2014 at 8:00 a.m., EDT at Exelis Inc., 1650 Tysons Boulevard, Suite 1700, Mclean, VA 22102 | ||||||
You should present this Admission Ticket in order to gain admittance to the Annual Meeting. This ticket admits only the shareholder listed and is not transferable. | ||||||
| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||
Before You Vote | ||||||||
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: | ||||
2014 PROXY STATEMENT AND THE 2013 ANNUAL REPORT TO SHAREHOLDERS
How to View Online:
Have the information that is printed in the box marked by the arrow
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
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 April 23, 2014 to facilitate timely delivery.
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(located on the following page) and visit:www.proxyvote.com.
How To Vote | ||||||||
Please Choose One of the Following Voting Methods
| Vote In Person: You can gain entrance to the shareholder meeting by producing the attached Admission Ticket. During 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 12 Digit Control Number 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.
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| Voting Items |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4 AND 5. | ||||
1. Election of three Class III Directors of the Exelis Inc. Board of Directors. | ||||
Nominees: | ||||
1a. Paul J. Kern | ||||
1b. Mark L. Reuss | ||||
1c. Billie L. Williamson | ||||
2. Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2014. | ||||
3. Approval of a proposal to amend the Exelis Amended and Restated Articles of Incorporation to declassify the Board of Directors starting in 2015. | ||||
4. Approval of a proposal to amend the Exelis Amended and Restated Articles of Incorporation to allow shareholders to call a Special Meeting. | ||||
5. Approval, in an advisory vote, of the compensation for our named executive officers, as described in the 2014 Proxy Statement. | ||||
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