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 |
EXACTECH, 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: |
| (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: |
| (6) | 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 SHAREHOLDERS OF
EXACTECH, INC.
June 9, 2011
PROXY VOTING INSTRUCTIONS
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| INTERNET-Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page. | ||||||
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.
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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=08210 |
i Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet. i
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| ¢ 20330403030000000000 9 | 060911 | |||||||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSALS 2, 4, AND 5, AND “ONE YEAR” 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. Election of Class II and III directors of the Company
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| NOMINEES: | ||||||
¨ | FOR ALL NOMINEES | O | Richard C. Smith (Class II) | |||
| O | William Petty, M.D. (Class II) | |||||
¨ | WITHHOLD AUTHORITYFOR ALL NOMINEES | O | R. Wynn Kearney, Jr., M.D. (Class III) | |||
¨ |
FOR ALL EXCEPT (See instructions below) | |||||
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
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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. | ¨ |
FOR |
AGAINST |
ABSTAIN | ||||||||
| 2. | Approve the non-binding advisory resolution on the Named Executive Officers’ compensation. | ¨ | ¨ | ¨ | ||||||
| 1 year | 2 years | 3 years | ABSTAIN | |||||||
| 3. | Approve the non-binding advisory resolution on the frequency of the advisory vote on the Named Executive Officers’ compensation. | ¨ | ¨ | ¨ | ¨ | |||||
FOR |
AGAINST |
ABSTAIN | ||||||||
| 4. | Approve the amendment to the 2009 Executive Incentive Compensation Plan. | ¨ | ¨ | ¨ | ||||||
FOR |
AGAINST |
ABSTAIN | ||||||||
| 5. | Ratify selection of McGladrey & Pullen, LLP as the Company’s principal independent registered public accounting firm for fiscal year ending December 31, 2011 | ¨ | ¨ | ¨ | ||||||
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting, and any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
The undersigned hereby revokes any proxy or proxies heretofore given, and ratifies and confirms all that the proxies appointed hereby, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. The undersigned hereby acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders and Proxy Statement, both dated April 29, 2011, and the Company’s Annual Report for the fiscal year ended December 31, 2010.
| Signature of Shareholder | Date: | | Signature of Shareholder | | Date: |
Note: n | 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. | n |