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
Filed by the Registrant x 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 |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
PMC-Sierra, 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):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: |
PMC-Sierra, Inc. (“PMC”)
Important Notice regarding the Availability of Proxy Materials for the 2010 Annual Meeting of
Stockholders to be held on Thursday, May 6, 2010 at 9:00 a.m. Pacific Time (“PT”)
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.
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| As part of our efforts to cut unnecessary expenses and | ||||||||
conserve the environment, PMC has elected to provide Internet access to the proxy statement and annual report rather than mailing paper reports. This reduces printing, postage costs and paper waste. The proxy statement and annual report are available at:
www.proxyonline.com/docs/PMCSierra
If you want to receive a paper copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy of these reports by April 22, 2010 to facilitate timely delivery before the | ||||||||
| Annual Stockholder Meeting. |
To request a copy of these documents, you will need your stockholder Control Number that can be found just above your name and address on the proxy card or you can either:
Visit our website at http://www.proxyonline.com; or
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Call the Toll Free Number, (866) 458-9863; or
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Send us an email at fulfillment@Altmangroup.com
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Enter the stockholder Control Number when prompted or, if you send
us an email, enter the stockholder Control Number in the subject line.
The 2010 Annual Meeting of Stockholders will be held at 9:00 a.m. PT on May 6th, at PMC-Sierra, Inc., 3975 Freedom Circle, Santa Clara, California 95054, the matters to be covered are noted below: | ||
(1) | To elect eight directors to serve until the 2011 Annual Meeting of Stockholders of PMC-Sierra, Inc. (“PMC”). The nominees for the Board of Directors are Robert L. Bailey, Richard E. Belluzzo, James V. Diller, Sr., Michael R. Farese, Jonathan J. Judge, William H. Kurtz, Gregory S. Lang and Frank J. Marshall. | |
(2) | To ratify the appointment of Deloitte & Touche LLP as PMC’s independent auditors. | |
(3) | To approve the 2011 Employee Stock Purchase Plan. | |
(4) | To vote on a stockholder proposal regarding performanced-based stock options if properly presented at the 2010 Annual Meeting of Stockholders. | |
(5) | To consider such other business as may properly come before the 2010 Annual Meeting of Stockholders. | |
PMC’s Board of Directors recommends a vote FOR proposals 1, 2 and 3.
PMC’s Board of Directors recommends a vote AGAINST proposal 4.
You may vote on-line, by phone, by mail or in person.
If you wish to voteon-line or by phone,you will need your stockholder Control Number, which can be found just above your name and address on the proxy card. You will also find the web address and the toll-free number. No other personal information will be required in order to vote in this manner.
If you wish to voteby mail, you should request a paper copy of the proxy materials, which will include a proxy card, which you can sign and return by mail.
If you wish to votein personat the 2010 Annual Meeting of Stockholders, simply check the box on the proxy card indication that you plan to attend the Annual Meeting. Please check the proxy materials for any special requirements for voting in person. Ballots will be available at the Annual Meeting.
We ask that you cast your vote promptly. Thank you for your continued support.
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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).
We encourage you to access and review all of the
important information contained in the proxy materials
before voting.
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
Meeting Information Meeting Type: For holders as of: Date: Time: Location: See the reverse side of this notice to obtain proxy materials and voting instructions.
0000044306_1 R2.09.05.010 PMC-SIERRA, INC. Annual Meeting May 06, 2010 9:00 AM PDT March 08, 2010 PMC-Sierra, Inc
3975 Freedom Circle
Santa Clara, California
95054
Before You Vote
How to Access the Proxy Materials
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. To facilitate timely delivery please make the request as instructed above on or before
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
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 12-Digit Control Number (located on the
following page) in the subject line.
0000044306_2 R2.09.05.010
1. Form 10-K 2. Notice & Proxy Statement
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 22, 2010 to facilitate timely delivery.
How To Vote
Please Choose One of The Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do
so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the
appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance.
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 voting instruction form.
Voting items
0000044306_3 R2.09.05.010
The Board of Directors recommends that you
vote FOR the following:
1. Election of Directors
Nominees
01 Robert L. Bailey 02 Richard E. Belluzzo 03 James V. Diller, Sr. 04 Michael R. Farese 05 Jonathan J. Judge
06 William H. Kurtz 07 Gregory S. Lang 08 Frank J. Marshall
The Board of Directors recommends you vote FOR the following proposal(s):
2 To ratify the appointment of Deloitte & Touche LLP as PMC’s independent auditors.
3 To approve the 2011 Employee Stock Purchase Plan.
The Board of Directors recommends you vote AGAINST the following proposal(s):
4 To consider a stockholder proposal regarding performance-based stock options if properly presented at the 2010
Annual Meeting of Stockholders.
The Board of Directors does not have a recommendation for voting on the following proposal(s):
5 To consider such other business as may properly come before the 2010 Annual Meeting of Stockholders.
NOTE: Your financial institution will not be able to vote on most of the proposals unless they have your voting
instruction. So it is very important that you vote by one of the methods provided.
Voting Instructions
0000044306_4 R2.09.05.010