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. )
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 §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): | ||||
| x | 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:
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| (2) | Aggregate number of securities to which transaction applies:
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| (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):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid: | |||
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| ¨ | 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:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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ANNUAL MEETING OF STOCKHOLDERS OF
CYNOSURE, INC.
May 14, 2015
CLASS A COMMON STOCK
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://www.astproxyportal.com/ast/14460/
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided. ê
| ¢ 20233000000000001000 6 | 051415 | |||||
CYNOSURE’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWO DIRECTOR NOMINEES, AND A VOTE “FOR” PROPOSALS 2 AND 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 nominees for class I classified director to serve for the next three years:
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NOMINEE:
| FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
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FOR ALL NOMINEES |
O Thomas H. Robinson
O Brian M. Barefoot | 2. | To approve, on an advisory basis, the compensation of the named executive officers. | ¨ | ¨ | ¨ | |||||||||||||||||
¨
¨ | WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See instructions below) |
3. |
To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2015. | ¨ | ¨ | ¨ | ||||||||||||||||||
| INSTRUCTIONS: | To withhold authority to vote for any individual nominee, mark“FORALLEXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: — | Intheirdiscretion,theproxyholdersare authorizedtovoteuponotherbusiness,if any,thatmayproperlycomebeforetheAnnualMeetingoranyadjournmentofthemeeting.If this proxy is properly executed, 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” THE TWO DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3.
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 Annual Meeting ¨
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| 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. | |||||
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1 | ||||||||
CYNOSURE, INC.
CLASS A COMMON STOCK PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
By signing on the reverse side, you acknowledge that you have received notice of the Annual Meeting of Stockholders and the board of directors’ proxy statement for the Annual Meeting, you revoke all prior proxies, and you appoint Michael R. Davin, Timothy W. Baker and Peter C. Anastos, and each of them, your attorneys (also known as “proxy holders”), with full power of substitution, to (1) attend on your behalf the Annual Meeting of Stockholders of CYNOSURE, INC. to be held on Thursday, May 14, 2015 at 11:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, and any adjournment of the meeting, and (2) vote all shares of Cynosure stock that you are entitled to vote and otherwise act on your behalf upon the following matters proposed by Cynosure, with all the powers you would possess if you were personally present. None of the following proposals is conditioned upon the approval of any other proposal.
(Continued and to be signed on the reverse side.)
COMMENTS:
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14475 | ||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of
CYNOSURE, INC.
To Be Held On:
May 14, 2015 at 11:00 a.m.
The Offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109
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| 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 acopy. To facilitate timely delivery please make the request as instructed below before May 4, 2015. | ||||||
| Please visit http://www.astproxyportal.com/ast/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 or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the Annual 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 visitwww.voteproxy.comto view the materials and to obtain the toll free number to call. | ||||||
| MAIL:You may request a proxy card by following the instructions above. | ||||||
1. | To elect the following nominees for class I classified director to serve for the next three years: | 2. | To approve, on an advisory basis, the compensation of the named executive officers.
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NOMINEES: Thomas H. Robinson Brian M. Barefoot | 3. | To ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2015. | ||||
| 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. | ||||||
| CYNOSURE’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OFTHE TWO DIRECTOR NOMINEES, AND A VOTE “FOR” PROPOSALS 2 AND 3. | ||||||
| Please note that you cannot use this notice to vote by mail. | ||||||