Cynosure (CYNO) 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.    )

Filed by the Registrantþ                            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

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

CYNOSURE, 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):

þ 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:

ANNUAL MEETING OF STOCKHOLDERS OF

CYNOSURE, INC.

May 12, 2010

CLASS A COMMON STOCK

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
TELEPHONE - Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or1-718-921-8500from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.	COMPANY NUMBER
	ACCOUNT NUMBER
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14460

i  Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.  i

¢ 10003000000000001000    5 051210

CYNOSURE’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE AND A VOTE “FOR” PROPOSAL 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

1.	To elect the following nominee for class II classified director to serve for the next three years:			2.	[Class A Stockholders Are Not Eligible to Vote for Election of Class B Directors.]	FOR	AGAINST	ABSTAIN
¨ ¨	FOR THE NOMINEE WITHHOLD AUTHORITY FOR THE NOMINEE	NOMINEE:     Marina Hatsopoulos		3.	To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2010.	¨	¨	¨
				In their discretion, the proxy holders are authorized to vote upon other business, if any, that may properly come before the Annual Meeting or any adjournments of the meeting. The proxy holders will vote your shares as you direct above. Your attendance at the Annual Meeting or at any adjournment of the meeting will not, by itself, revoke this proxy unless you revoke the proxy in writing. IF THIS PROXY IS PROPERLY EXECUTED, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITH YOUR INSTRUCTIONS ABOVE. UNLESS YOU INSTRUCT OTHERWISE, THE PROXY HOLDERS WILL VOTE “FOR” PROPOSAL 3 AS RECOMMENDED BY CYNOSURE’S BOARD OF DIRECTORS. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
				TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.			¨

  Signature of Shareholder     Date:     Signature of Shareholder     Date:  

¢ Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. ¢

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of

CYNOSURE, INC.

To Be Held On:

May 12, 2010 at 10:00 a.m.

The Offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109

COMPANY NUMBER

ACCOUNT NUMBER

CONTROL NUMBER

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.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 4/28/10.

Please visit http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14460, where the following materials are available for view:

	•Notice of Annual Meeting of Stockholders
	•Proxy Statement
	•Form of Electronic Proxy Card
	•Annual Report on Form 10-K
TO REQUEST MATERIAL:	TELEPHONE: 888-Proxy-NA (888-776-9962) and 718-921-8562 (for international callers)
	E-MAIL: info@amstock.com
	WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:	ONLINE:To access your online proxy card, please visitwww.voteproxy.comand follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
	IN PERSON:You may vote your shares in person by attending the Annual Meeting. You may obtain directions to the Annual Meeting by contacting Cynosure’s investor relations department by telephone at (800) 886-2966 or by email at investor@cynosure.com.
	TELEPHONE:To vote by telephone, please visithttps://secure.amstock.com/voteproxy/login2.aspto view the materials and to obtain the toll free number to call.
	MAIL:You may request a card by following the instructions above.

1.   To elect the following nominee for class II classified director to serve for the next three years: NOMINEES:    Marina Hatsopoulos	2.   [Class A Stockholders Are Not Eligible to Vote for Election of Class B Directors.] 3.   To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2010.
Please note that you cannot use this notice to vote by mail.

ANNUAL MEETING OF STOCKHOLDERS OF

CYNOSURE, INC.

May 12, 2010

CLASS B COMMON STOCK

PROXY VOTING INSTRUCTIONS

INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
TELEPHONE - Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.	COMPANY NUMBER
	ACCOUNT NUMBER
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14461

i Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.i

¢ 20530000000000001000    6                                 051210

CYNOSURE’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE DIRECTOR NOMINEES AND A VOTE “FOR” PROPOSAL 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

1. & 2.        To elect the following nominee for class II classified director to serve for the next three years and the following nominees for class B directors to serve for the next year (except as marked below):						3.   To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2010.	FOR ¨	AGAINST ¨	ABSTAIN ¨
¨ ¨ ¨	FOR ALL NOMINEES   WITHHOLD AUTHORITY   FOR ALL NOMINEES   FOR ALL EXCEPT   (See instructions below)	NOMINEES: O  Marina Hatsopoulos O  Ettore V. Biagioni O  Andrea Cangioli O  Leonardo Masotti O  George J. Vojta	Class II Class B Class B Class B Class B			In their discretion, the proxy holders are authorized to vote upon other business, if any, that may properly come before the Annual Meeting or any adjournments of the meeting. The proxy holders will vote your shares as you direct above. Your attendance at the Annual Meeting or at any adjournment of the meeting will not, by itself, revoke this proxy unless you revoke the proxy in writing. IF THIS PROXY IS PROPERLY EXECUTED, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITH YOUR INSTRUCTIONS ABOVE. UNLESS YOU INSTRUCT OTHERWISE, THE PROXY HOLDERS WILL VOTE “FOR” PROPOSAL 3 AS RECOMMENDED BY CYNOSURE’S BOARD OF DIRECTORS.
INSTRUCTIONS:   To withhold authority to vote for any individual nominee(s),                                   mark “FOR ALL EXCEPT” and fill in the circle next to                                   each nominee you wish to withhold, as shown here:  l						WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
					Mark box at right if you plan to attend the meeting  ¨
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				¨

  Signature of Stockholder     Date:     Signature of Stockholder     Date:  

¢ Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. ¢

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of

CYNOSURE, INC.

To Be Held On:

May 12, 2010 at 10:00 a.m.

The Offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109

COMPANY NUMBER

ACCOUNT NUMBER

CONTROL NUMBER

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.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 4/28/10.

Please visit http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=14461, where the following materials are available for view:

	•Notice of Annual Meeting of Stockholders
	•Proxy Statement
	•Form of Electronic Proxy Card
	•Annual Report on Form 10-K
TO REQUEST MATERIAL:	TELEPHONE: 888-Proxy-NA (888-776-9962) and 718-921-8562 (for international callers)
	E-MAIL: info@amstock.com
	WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:	ONLINE:To access your online proxy card, please visitwww.voteproxy.comand follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
	IN PERSON:You may vote your shares in person by attending the Annual Meeting. You may obtain directions to the Annual Meeting by contacting Cynosure’s investor relations department by telephone at (800) 886-2966 or by email at investor@cynosure.com.
	TELEPHONE:To vote by telephone, please visithttps://secure.amstock.com/voteproxy/login2.aspto view the materials and to obtain the toll free number to call.
	MAIL:You may request a card by following the instructions above.

1. & 2.	To elect the following nominee for class II classified director to serve for the next three years and the following nominees for class B directors to serve for the next year (except as marked below):			3.	To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2010.
NOMINEES:		Marina Hatsopoulos	Class II
		Ettore V. Biagioni	Class B
		Andrea Cangioli	Class B
		Leonardo Masotti	Class B
		George J. Vojta	Class B
Please note that you cannot use this notice to vote by mail.