UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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 § 240.14a-12 | |
PTC 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 transactions 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:
| |||
| *** Exercise Your Right to Vote *** | ||||||||
| Important Notice Regarding the Availability of Proxy Materials for the | ||||||||
| Stockholder Meeting to Be Held on March 5, 2014.
| ||||||||
|
Meeting Information | ||||||||
| PTC INC. | ||||||||
| Meeting Type: Annual Meeting | ||||||||
| For holders as of: January 6, 2014 | ||||||||
| Date: March 5, 2014 Time: 8:00 a.m., local time | ||||||||
| Location: | The Ritz-Carlton Hotel & Resort | |||||||
| 280 Vanderbilt Beach Road | ||||||||
| Naples, Florida 34108
| ||||||||
|
PTC INC. 140 KENDRICK STREET NEEDHAM, MA 02494 |
You are receiving this communication because you hold shares in the company named above. | |||||||
|
This is not a ballot. You cannot use this notice to vote these shares. You can vote only by following the instructions on the reverse side. 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 at www.proxyvote.com or 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 for instructions on how to obtain proxy materials and how to vote.
| ||||||||
| — Before You Vote — | ||||||||||||
| How to Access the Proxy Materials
| ||||||||||||
|
Proxy Materials Available to VIEW or RECEIVE: |
||||||||||||
|
NOTICE AND PROXY STATEMENT |
ANNUAL REPORT |
|||||||||||
|
How to View Online: |
||||||||||||
|
Have the information that is printed in the box marked by
the arrow
|
||||||||||||
|
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
|
||||||||||||
|
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 February 19, 2014 to facilitate timely delivery.
|
||||||||||||
| — How To Vote — | ||||||||||||
| Please Choose One of the Following Voting Methods
| ||||||||||||
|
Vote By
Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
|
|||||||||||
|
Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card and instructions on how to vote by telephone. |
||||||||||||
|
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
||||||||||||
|
Vote In Person: If you are a registered stockholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you hold these shares in street name (that is, in the name of the brokerage firm or bank holding the securities account in which these shares are held), you will need to obtain a “legal proxy” from the holder of record to vote at the meeting.
|
||||||||||||
(located on the following page) and visit: www.proxyvote.com.
| Voting Items |
| The Board of Directors recommends you vote FOR ALL nominees: | ||||||||||
| 1. | Elect three Class III Directors to serve for the next three years: | |||||||||
| Nominees: | ||||||||||
| 01) | Janice D. Chaffin | |||||||||
| 02) | James E. Heppelmann | |||||||||
| 03) | Paul A. Lacy | |||||||||
| The Board of Directors recommends you vote FOR the following proposals: | ||||||||||
| 2. | Advisory vote to approve the compensation of our named executive officers (say-on-pay). | |||||||||
| 3. | Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year. | |||||||||
| 4. | Approve an amendment to our By-Laws requiring certain stockholder lawsuits to be tried in Massachusetts. | |||||||||
|
||||||||||
|
|
||||||||
|
|
||||||||
|