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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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.
(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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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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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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Proposed maximum aggregate value of transaction:
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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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***
Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
0000038340_1 R2.09.05.010
VERIGY LTD.
BROKER
LOGO
HERE
Return Address Line 1 Return Address Line 2 Return Address Line 3
51 MERCEDES WAY
EDGEWOOD NY 11717
Investor Address Line 1
Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
1 OF 2
12
15
Meeting Information
Meeting Type: Annual Meeting
For holders as of: February 12, 2010
Date: April 06, 2010 Time: 10:00 AM PDT
Location: 10100 N. Tantau Avenue
Cupertino, CA 95014-2540 U.S.A
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.
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Broadridge Internal Use Only
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Before
You Vote
How to Access the Proxy Materials
0000038340_2 R2.09.05.010
Proxy Materials Available to VIEW or RECEIVE:
1.
Annual Report 2. Notice & Proxy Statement
How to View Online:
Have the 12-Digit Control Number available (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 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded be forwarded to your investment advisor. Please make the request as instructed above on or
before March 23, 2010 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 12 Digit Control Number 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.
Internal Use Only
0000038340_3 R2.09.05.010
Voting items
The Board of Directors recommends you vote FOR the following proposal(s):
1. Election of Directors
Nominees
1 Mr. Eric Meurice
2 Mr. Steven W. Berglund
3 Dr. Claudine Simson
The Board of Directors
recommends you vote FOR the following proposal(s):
4 To approve re-appointment of
PricewaterhouseCoopers LLP to serve as the independent Singapore auditor for the fiscal year ending October 31, 2010, and to
authorize the Board of Directors to fix PricewaterhouseCoopers LLPs remuneration.
5 To approve annual
cash compensation for Verigys current non-employee directors for the approximately one year period commencing on the date of our 2010 Annual General Meeting of Shareholders and ending on the day immediately prior to our 2011 Annual General
Meeting of Shareholders, and for each 12-month period thereafter.
6 To approve the authorization for the Board
of Directors to allot and issue ordinary shares.
7 To approve the Share Purchase Mandate relating to the
acquisition by Verigy of its own ordinary shares.
8 To approve the amendment of the 2006 Equity Incentive Plan
to increase the maximum number of ordinary shares authorized for issuance thereunder by 3,000,000, from 10,300,000 ordinary shares to 13,300,000 ordinary shares.
9 To approve the amendment of the 2006 Employee Shares Purchase Plan to increase the maximum number of ordinary shares authorized for issuance thereunder by 1,500,000, from 1,700,000
ordinary shares to 3,200,000 ordinary shares.
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0000038340_4 R2.09.05.010
Voting items Continued
Reserved for Broadridge Internal Control Information
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Voting Instructions
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS
AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE
Broadridge Internal Use Only
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