Verigy Ltd. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 25 2008 - 2:57PM
Edgar (US Regulatory)
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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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VERIGY LTD.
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(Name of Registrant as Specified In Its
Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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No fee required.
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Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of
each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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(3)
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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)
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Proposed
maximum aggregate value of transaction:
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(5)
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Fee paid previously with preliminary
materials.
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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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(1)
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(2)
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Form,
Schedule or Registration Statement No.:
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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. To view this
material, have the 12-digit Control #(s) available and visit:
www.investorEconnect.com If you want to receive a paper or e-mail copy of the
above listed documents you must request one. There is no charge to you for
requesting a copy. To facilitate timely delivery please make the request as
instructed below on or before 3/26/08. To request material: Internet:
www.investorEconnect.com Telephone: 1-800-579-1639 **Email:
sendmaterial@investorEconnect.com The following materials are available for
view: Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be held on 4/15/08. **If requesting material by e-mail
please send a blank e-mail with the 12 Digit Control# (located on the
following page) in the subject line. Requests, instructions and other
inquiries will NOT be forwarded to your investment advisor. Proxy Statement
and Annual Report BROADRIDGE 51 MERCEDES WAY EDGEWOOD, NY 11717
1-BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXX40 2-FINANCIAL
SOLUTIONSXXXXXXXXXXXXXXXXXX40 3-ATTENTION:XXXXXXXXXXXXXXXXXXXXXXXXXX40 4-TEST
PRINT 5-51 MERCEDES WAY 6-EDGEWOOD, 7-NY 8-11717 1 OF 2 12 915
1234567123456712345671234567123456712345671234567 Should you choose to vote
these shares in person at the meeting you must request a legal proxy. To
request a legal proxy please follow the instructions at www.proxyvote.com or
request a paper copy of the material. 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. To
vote now by Internet, go to WWW.PROXYVOTE.COM. Please refer to the proposals
and follow the instructions. Vote By Internet Vote In Person VERIGY B A R C O
D E 12345671234567123456712345671234567123456712345671234567 P99999-010 12 15
# OF # PAGE A (OF DUPLEX A/B) B1VRG1
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Meeting Type:
Annual Meeting Location: Hyatt Regency San Francisco Airport Meeting Date:
4/15/08 1333 Bayshore Highway Meeting
Time: 9:00 a.m. Pacific Time Burlingame, California 94010, U.S.A. For holders
as of: 2/19/08 B1VRG2 THIS AREA RESERVED FOR LANGUAGE PERTAINING TO
HOUSEHOLDING IF APPLICABLE. P99999-010 12 15 # OF # PAGE B (OF DUPLEX A/B)
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Voting items
The Board of Directors unanimously recommends a vote FOR the Board nominees
(Proposals No. 1 through 5) and FOR Proposals No. 6 through 12. This Proxy
Card, when properly executed, will be voted as specified below. This Proxy
Card will be voted FOR the Board nominees (Proposals No. 1 through 5) and FOR
Proposals No. 6 through 12 if no specification is made. To re-elect Mr. C.
Scott Gibson as a Class I 01 - director of the Board of Directors. To
re-elect Mr. Eric Meurice as a Class I director 02 - of the Board of
Directors. To re-elect Dr. Claudine Simson as a Class I 03 - director of the
Board of Directors. To re-elect Mr. Edward Grady as a Class II 04 - director
of the Board of Directors. To re-elect Mr. Steven Berglund as a Class III 05 -
director of the Board of Directors. To approve the re-appointment of 06 - PricewaterhouseCoopers
to serve as the independent Singapore auditor for the fiscal year ending
October 31, 2008, and to authorize the Board of Directors to fix
PricewaterhouseCoopers remuneration. To approve the pro rata payment for
services 07 - rendered by Edward Grady and Steven Berglund as nonemployee
directors of Verigy, Ltd. from their dates of appointment through the 2008
Annual General Meeting of Shareholders. 08 - To approve and authorize: (i) cash
compensation to current non-employee directors for services rendered through
the 2009 Annual General Meeting of Shareholders; (ii) pro rated cash
compensation to any new non- employee directors who may be appointed after
our 2008 Annual General Meeting of Shareholders and before our 2009 Annual
General Meeting of Shareholders; and (iii) additional cash compensation for
the Lead Independent Director and to any director who acts as chairman of our
Audit, Compensation, and Nominating and Governance Committees for services
rendered through the 2009 Annual General Meeting of Shareholders. 09 - To
approve and authorize cash compensation to Mr. C. Scott Gibson for his
services as the Lead Independent Director for the period of approximately
nine months, from July 10, 2007, the date of his appointment as the Lead
Independent Director, through the 2008 Annual General Meeting of Shareholders
on April 15, 2008. 10 - To approve the amendments to the Verigy 2006 Equity
Incentive Plan. CONTROL # 0000 0000 0000 BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXXX-40
FINANCIAL SOLUTIONS ATTENTION: TEST PRINT 51 MERCEDES WAY EDGEWOOD, NY 11717
B A R C O D E
123456789012123456789012123456789012123456789012123456789012123456789012123456789012123456789012123456789012123456789012123456789012123456789012
Acct # XXXXXXXXXXXXX SHARES XXXXXXXXXXX Cusip P99999-010 12 15 # OF #
1234567812345678123456781234567812345678123456781234567812345678 B1VRG3 PAGE
C (OF DUPLEX C/D)
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Voting items
Continued 11 - To approve the authorization for the Board of Directors to
allot and issue ordinary shares. 12 - To approve the Share Purchase Mandate
authorizing our purchase or acquisition of our issued ordinary shares. IF
YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK
EXCHANGE (NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. WE
WISH TO CALL YOUR ATTENTION TO THE FACT THAT FOR THIS MEETING UNDER THE RULES
OF THE NYSE, WE CANNOT VOTE YOUR SECURITIES ON ONE OR MORE OF THE MATTERS TO
BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC INSTRUCTIONS. THESE RULES
PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE
OF THE FIRST VOTE, THE PROXY FOR ONE OR MORE OF THE MATTERS MAY BE GIVEN AT
THE DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED
AT LEAST 15 DAYS PRIOR TO THE MEETING, ON THE FIFTEENTH DAY IF THE PROXY
MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR
YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY FOR ONE OR MORE OF THE
MATTERS, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR
TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED ROUTINE
IN NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET,
AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE
MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON ONE OR MORE OF THE MATTERS TO
BE ACTED UPON AT THE MEETING. WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS,
EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN ON THOSE MATTERS,
PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE. IF YOUR
SECURITIES ARE HELD IN THE NAME OF A BANK, WE REQUIRE YOUR INSTRUCTIONS ON
ALL MATTERS TO BE VOTED ON AT THE MEETING. Voting Instructions B1VRG4
P99999-010 12 15 # OF # PAGE D (OF DUPLEX C/D)
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