Zygo (ZIGO) DEFA14A Additional proxy soliciting materials

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. )

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Filed by a Party other than the Registrant  o

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Zygo Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Zygo Corporation (the “Company”) is hereby supplementing its Proxy Statement, dated December 22, 2009, with respect to its Annual Meeting of Stockholders scheduled to occur on February 10, 2010. The Proxy Statement was previously supplemented by the Company’s additional definitive proxy materials dated January 21, 2010.

The Company has reviewed a report from an independent proxy advisory group (the “Advisory Group”), which notes the service of Mr. Gary K. Willis on the Compensation Committee of the Company's Board of Directors. The Advisory Group prefers that all members of key Board committees, including the Compensation Committee, include only “independent outsiders” rather than “affiliated outsiders”. The Advisory Group classifies Mr. Willis as an “affiliated outsider” because he is a former President and Chief Executive Officer of the Company, notwithstanding that such employment ceased in 1999. Accordingly, effective as of February 1, 2010, Mr. Willis has resigned as a member of the Compensation Committee.