Insite Vision (INSV) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

(Amendment No.     )

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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to §240.14a-12

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*** Exercise YourRight to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on July 16, 2014

		Meeting Information
		Meeting Type:   Annual Meeting
	INSITE VISION INCORPORATED	For holders as of:   May 23, 2014
		Date:July 16, 2014            Time: 10:00 AM PDT
		Location:    InSite Vision
		965 Atlantic Avenue
		Alameda, California, 94501
		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 atwww.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.

  Before You Vote 

How to Access the Proxy Materials

  Proxy Materials Available to VIEW or RECEIVE:

  1. Annual Report     2. Notice & Proxy Statement

  How to View Online:

Have the information that is printed in the box marked by the arrow (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 information that is printed in the box marked by the arrow (located on the following page) in the subject line.

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 July 02, 2014 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 atwww.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 towww.proxyvote.com. Have the information that is printed in the box marked by the arrow 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

    The Board of Directors recommends that you

    vote FOR the following:

1.   Election of Directors
Nominees
01   Timothy McInerney	02    Brian Levy, O.D. M.Sc.	03    Robert O’Holla	04    Timothy Ruane	05    Craig Tooman
06   Anthony J. Yost

    The Board of Directors recommends you vote FOR the following proposal(s):

    2. To ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

    3. To approve the advisory resolution on Named Executive Officer compensation.

    4. To approve the increase to the number of authorized shares of the Company’s common stock and adopt an amendment to the Certificate of Incorporation to effect the increase.

    5. To approve the reverse stock split of the Company’s outstanding common stock and adopt an amendment to the Certificate of Incorporation to effect the reverse stock split.

NOTE:    At the recommendation of the Board of Directors, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

            Voting Instructions