Sunoco Inc--Definitive Additional Material





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 ¨

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¨       Preliminary Proxy Statement



¨       Definitive Proxy Statement


x       Definitive Additional Materials


¨       Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Sunoco, Inc.



(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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x No fee required


¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


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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.


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Important Notice Regarding the Availability of Proxy Materials for the

Sunoco, Inc. Annual Meeting of Shareholders to be Held on May 3, 2012

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 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 2011 Annual Report on Form 10-K are available at:




LOGO      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 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 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 April 23, 2012 to facilitate timely delivery.


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Shareholder Meeting Notice

Sunoco, Inc.’s Annual Meeting of Shareholders will be held on Thursday, May 3, 2012 at the Woodlands Resort and Conference Center, 2301 North Millbend Drive, The Woodlands, Texas 77380 at 9:30 a.m. Central Time.

Please visit for directions to the Woodlands Resort and Conference Center.

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 vote FOR Proposals 1, 2, and 3 and AGAINST Proposal 4.


  1. Election of Directors: I.C. Britt, C.C. Casciato, W.H. Easter, III, G.W. Edwards, U.O. Fairbairn, J.P. Jones, III, J.G. Kaiser, B.P. MacDonald, J.K. Wulff.


  2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2012.


  3. An advisory vote to approve named executive officer compensation.


  4. A shareholder proposal regarding equity awards, if such proposal is properly presented at the meeting.


  5. Any other business properly presented at the meeting.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online 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. When voting on the internet or by telephone, there will be an opportunity to request an Admission Ticket if you are interested in attending the meeting.







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 below.


Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions 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 number in the shaded bar on the reverse side when requesting a set of proxy materials.






Internet – Go to Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.






Telephone – Call us free of charge at 1-866-641-4276 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.






Email – Send email to with “Proxy Materials Sunoco, Inc.” in the subject line. Include in the message your full name and address, plus the number 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 April 23, 2012.