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 ☒
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 |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
ZAYO GROUP HOLDINGS, 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):
| ☒ | 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.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
***Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on November 8, 2016.
| Meeting Information | |||
| ZAYO GROUP HOLDINGS, INC. | Meeting Type: Annual Meeting | ||
| For holders as of: September 14, 2016 | |||
| Date: November 8, 2016 Time: 7:30 AM MST | |||
ZAYO GROUP HOLDINGS, INC. 1805 29TH STREET, SUITE 2050 BOULDER, CO 80301 | Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/zayo2016. | ||
The company will be hosting the meeting live via the Internet. To attend the meeting via the Internet, please visit www.virtualshareholdermeeting.com/zayo2016 and be sure to have the information that is printed in the box marked by the arrow (located on the following page). | |||
| You are receiving this communication because you hold shares in the company named above. | |||
| 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. | |||
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
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— Before You Vote—
How to Access the Proxy Materials
| Proxy MaterialsAvailabletoVIEW orRECEIVE: | |
| 2016 NOTICEANDPROXYSTATEMENT 2016 ANNUALREPORT WITH FORM 10-K | |
| HowtoViewOnline: | |
| Havetheinformationthatisprintedintheboxmarked bythearrow(locatedonthe following page)andvisit:www.proxyvote.com. | |
| Howto RequestandReceiveaPAPERorE-MAILCopy: | |
| Ifyouwanttoreceiveapaperore-mailcopyofthesedocuments,youmust requestone.There isNO chargefor requestingacopy.Pleasechooseoneofthefollowingmethodstomake yourrequest: | |
| 1)BYINTERNET: www.proxyvote.com | |
| 2)BYTELEPHONE: 1-800-579-1639 | |
| 3)BY E-MAIL*: sendmaterial@proxyvote.com | |
| * Ifrequestingmaterialsbye-mail,pleasesendablanke-mailwiththeinformationthatisprintedintheboxmarked bythe arrow(locatedonthefollowingpage) inthesubjectline. | |
| Requests,instructionsandotherinquiriessenttothise-mailaddresswillNOTbeforwardedtoyour investmentadvisor.Pleasemaketherequestasinstructedaboveonorbefore October25,2016tofacilitatetimelydelivery. |
— How To Vote —
Please Choose One of the Following Voting Methods
| Vote By Internet: | |
| Before The Meeting: | |
| Go towww.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. | |
| During The Meenting: | |
| Go towww.virtualshareholdermeeting.com/zayo2016. Have the information that is printed in the box marked by the arrow (located on the following page) 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 you vote FOR all of the following nominees: |
| 1. | Election of Directors |
| Nominees: |
| 01) | Rick Connor | ||
| 02) | Cathy Morris |
| The Board of Directors recommends you vote FOR the following proposals: |
| 2. | Ratification of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending June 30, 2017. |
| 3. | Approve, on an advisory basis, executive compensation as disclosed in the proxy statement. |
| NOTE: And to consider such other business as may properly come before the meeting or any adjournment or postponement thereof. |
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