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Section 1: DEFA14A (DEFA14A)

DEFA14A

 

 

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 Registrant  ☒                             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
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

VeriFone Systems, 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)

  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:

 

     

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 23, 2017.

 

 

 

 

 

LOGO

  

 

VERIFONE SYSTEMS, INC.

  
  
  
  
  
  
  
  
   

 

Meeting Information

   
   

 

Meeting Type: Annual Meeting

 

For holders as of: January 27, 2017

 

Date: March 23, 2017          Time: 9:30 AM PDT

 

Location:  VeriFone Systems, Inc.

 

                   88 W. Plumeria Drive

 

                   San Jose, CA 95134

 

   
   
 

 

You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. 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 easily 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 to obtain proxy materials and voting instructions.

 

 
 


—  Before You Vote  —

How to Access the Proxy Materials

 

          Proxy Materials Available to VIEW or RECEIVE:    

 

 

 

 

 

 

 

 

  

 

       

1. 2017 Notice and Proxy Statement    2. Annual Report

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

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 LOGO (located on the following page) in the subject line.

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 March 09, 2017 to facilitate timely delivery.

 

   
       

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

         

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

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 LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

   

LOGO

           
       


Voting items   
The Board of Directors recommends you vote FOR the following proposal(s):   

 

  1.   Election of Directors
    Nominees
  1.1   Robert W. Alspaugh
  1.2   Karen Austin
  1.3   Paul Galant
  1.4   Alex W. (Pete) Hart
  1.5   Robert B. Henske
  1.6   Eitan Raff
  1.7   Jonathan I. Schwartz
  1.8   Jane J. Thompson
LOGO       

 

The Board of Directors recommends you vote FOR the following proposal(s):

 

 

2

 

 

Approval of the amendment and restatement of the Verifone 2006 Equity Incentive Plan to, among other things, increase the number of shares of common stock that may be issued thereunder and provide a maximum annual limit on non-employee director compensation.

  3   An advisory vote to approve the compensation of our named executive officers.
  The Board of Directors recommends you vote 1 YEAR on the following proposal:
  4   An advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers.
  The Board of Directors recommends you vote FOR the following proposal(s):
  5   Ratification of the selection of Ernst & Young LLP as Verifone’s independent registered public accounting firm for our fiscal year ending October 31, 2017.
 


Voting items Continued     

 

 

NOTE:

 

 

 

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

 

 

 

Voting Instructions     

 

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