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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 Registrantx 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 §240.14a-12 |
Multi-Color Corporation
(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):
¨ | 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 the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the 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 the transaction: |
¨ | 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.: |
MULTI-COLOR CORPORATION
IMPORTANT ANNUAL SHAREHOLDERS’ MEETING
INFORMATION — YOUR VOTE COUNTS!
Shareholder Meeting Notice
Important Notice Regarding the Availability of Proxy Materials for the
Multi-Color Corporation Annual Meeting of Shareholders to be Held on August 13, 2009
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are shown on the reverse side. Your vote is important!
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. The Proxy Statement and Annual Report to Shareholders on Form 10-K are available at:
www.envisionreports.com/LABL
Easy Online Access — A Convenient Way to View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares.
Step 1: Go to www.envisionreports.com/LABL to view the materials.
Step 2: Click on Cast Your Vote or Request Materials.
Step 3: Follow the instructions on the screen to log in.
Step 4:Make your selection as instructed on each screen to select delivery preferences and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail 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 as instructed on the reverse side on or before August 3, 2009 to facilitate timely delivery.
Shareholder Meeting Notice
Multi-Color Corporation’s Annual Meeting of Shareholders will be held at 10:30 a.m., Eastern Time, on August 13, 2009 at the Multi-Color Corporate Offices, 50 E-Business Way, Suite 400, Sharonville, Ohio 45241.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends that you voteFOR the following proposals:
| 1. | Election of Directors: 01 - Robert R. Buck, 02 - Charles B. Connolly, 03 - Francis D. Gerace, 04 - Lorrence T. Kellar, 05 - Roger A. Keller, 06 - Thomas M. Mohr, 07 - Nigel A. Vinecombe |
| 2. | Ratification of the appointment of Grant Thornton LLP as independent registered public accountants for the fiscal year ending March 31, 2010. |
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go to www.envisionreports.com/LABL and vote online or by telephone, or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m. Eastern Time, on August 13, 2009. If you hold shares under Multi-Color’s 401(k) plan, your voting instructions for those shares must be received by 1:00 Eastern Time, on August 10, 2009.
Here’s how to order a copy of the proxy materials and select a future delivery preference:
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options described below.
Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions shown below.
If you request an email copy of current materials you will receive an email with a link to the materials.
PLEASE NOTE: You must use the numbers in the shaded bar on the reverse side when requesting a set of proxy materials.
g | | Internet– Go towww.envisionreports.com/LABL. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. |
g | | Telephone– Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. |
g | | Email– Send email to investorvote@computershare.com with “Proxy Materials Multi-Color Corporation” in the subject line. Include in the message your full name and address, plus the three numbers located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by August 3, 2009. |
*** Exercise YourRight to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
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![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker1a.jpg) | | | | Meeting Information | | ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker1c.jpg) |
| | | Meeting Type: Annual Meeting | |
| MULTI-COLOR CORPORATION | | For holders as of: June 18, 2009 | |
| | | Date: August 13, 2009 | | Time: | | 10:30 AM EDT | |
| | | Location: | | Multi-Color Corporation Corporate Offices 50 E-Business Way Suite 400 Sharonville, OH 45241 | |
| ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker1b.jpg) | | 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.comor 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. | | |
| | | | | | | Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # |
— Before You Vote —
How to Access the Proxy Materials
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| | | | Proxy Materials Available to VIEW or RECEIVE: | | | | |
| | | | 1. Form 10-K | | 2. Notice & Proxy Statement | | | | |
| | | | 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) BYTELEPHONE: | | 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. | | | | |
| | | | 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 30, 2009 to facilitate timely delivery. | | | | |
![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker2.jpg)
| | | | — 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 12 Digit Control Number available and follow the instructions. | | Internal Use Only |
| | 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 | | | | | | | | ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker3c.jpg) |
| | The Board of Directors recommends that you vote FOR the following: | | | |
| | 1. | | Election of Directors | | | | | | | |
| | | | Nominees | | | | | | | |
| | 01 | | Robert R. Buck | | 02 Charles B. Connolly | | 03 Francis D. Gerace | | 04 Lorrence T. Kellar | | 05 Roger A. Keller | |
| | 06 | | Thomas M. Mohr | | 07 Nigel A. Vinecombe | | | | | | | |
| | The Board of Directors recommends you vote FOR the following proposal(s): | |
| | 2 | | Ratification of the appointment of Grant Thornton LLP as independent registered public accountants for the fiscal year ending March 31, 2010. | | | |
| | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | |
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![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker3a.jpg) | | | | | | | | ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker3b.jpg) | | Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # |
|
Reserved for Broadridge Internal Control Information |
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![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-09-137822/g22057broker4.jpg) | | THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE | | | | |
| | | | | | | |
| | | | | | | |
| | | Broadridge Internal Use Only | | |
| | THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE | | Job # Envelope # | | |
| | | Sequence # # of # Sequence# | | |
MULTI-COLOR CORPORATION
| | | | | | |
| | | | | | Electronic Voting Instructions |
| | | | | | You can vote by Internet or telephone! |
| | | | | | Available 24 hours a day, 7 days a week! |
| | | |
| | | | | | Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. |
| | | |
| | | | | | VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. |
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| | | | | | Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on August 13, 2009. |
| | | | | | If you hold shares under Multi-Color’s 401(k) plan, your voting instructions for these shares must be received by 1:00 a.m. Eastern Time, on August 10, 2009. |
| | | |
| | | | | | Vote by Internet |
| | | | | | • Log on to the Internet and go to |
| | | | | | www.envisionreports.com/LABL |
| | | | | | • Follow the steps outlined on the secured website. |
| | | |
| | | | | | Vote by telephone |
Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | x | | | | • Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call. |
| | | | | | • Follow the instructions provided by the recorded message. |
Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
AProposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposal 2.
| | | | | | | | | | | | | | | | | | |
1. Election of Directors: | | | | | | | | | | | | |
| | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold |
01 - Robert R. Buck | | ¨ | | ¨ | | 02 - Charles B. Connolly | | ¨ | | ¨ | | 03 - Francis D. Gerace | | ¨ | | ¨ |
| | | | | | | | |
| | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold |
04 - Lorrence T. Kellar | | ¨ | | ¨ | | 05 - Roger A. Keller | | ¨ | | ¨ | | 06 - Thomas M. Mohr | | ¨ | | ¨ |
| | | | | | | | |
| | For | | Withhold | | | | | | | | | | | | |
07 - Nigel A. Vinecombe | | ¨ | | ¨ | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | For | | Against | | Abstain | | | | | | | | |
2. Ratification of the appointment of Grant Thornton LLP as independent registered public accountants for the fiscal year ending March 31, 2010. | | ¨ | | ¨ | | ¨ | | | | | | | | |
B Non-Voting Items
Change of Address— Please print your new address below.
CAuthorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
IMPORTANT: Please sign exactly as your name appears hereon indicating, where proper, official position or representative capacity. In the case of joint holders, all should sign.
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Date (mm/dd/yyyy) – Please print date below. | | | | Signature 1 - Please keep signature within the box. | | | | Signature 2 - Please keep signature within the box. |
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IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy – Multi-Color Corporation
Meeting Date: Thursday, August 13, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Francis D. Gerace and Dawn H. Bertsche, or either of them, proxies of the undersigned, each with the power of substitution to vote all shares of Common Stock which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of Multi-Color Corporation to be held on Thursday, August 13, 2009 at 10:30 a.m. Eastern Time at the Multi-Color Corporate Offices, 50 E-Business Way, Suite 400, Sharonville, Ohio 45241, and any adjournment of such meeting on the matters specified on the reverse side and in their discretion with respect to such other business as may properly come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS SPECIFIED.