Edgar Filing: EMISPHERE TECHNOLOGIES INC

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement		¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Emisphere Technologies, 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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proxy materials and voting instructions.

Broadridge Internal Use Only

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on <mtgdate>.

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.

Meeting Information

Meeting Type: <mtgtype>

For holders as of: <recdate>

Date: Time: <mtgtime>

Location:

0000141268_1 R1.0.0.11699

EMISPHERE TECHNOLOGIES, INC.

ATTN: INVESTOR RELATIONS

240 CEDAR KNOLLS ROAD

SUITE 200

CEDAR KNOLLS, NJ 07927

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

Annual Meeting

April 04, 2012

May 31, 2012

May 31, 2012 10:00 AM EDT

The Park Avenue Club

184 Park Avenue

Florham Park, NJ 07932

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of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special

requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

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marked by the arrow 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 proxy card.

How To Vote

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Before You Vote

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requesting a copy. Please choose one of the following methods to make your request:

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0000141268_2 R1.0.0.11699

1. Annual Report 2. Notice & Proxy Statement

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 May 16, 2012 to facilitate timely delivery.

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Voting items

0000141268_3 R1.0.0.11699

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

Nominees

1a. John D. Harkey, Jr.

1b. Timothy G. Rothwell

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

2 To ratify, by non-binding vote, the appointment of McGladrey & Pullen, LLP as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2012.

3 To approve, on an advisory basis, executive compensation.

4 To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to

increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares and to

increase the number of authorized shares of preferred stock from 1,000,000 to 2,000,000 shares.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE

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NAME

THE COMPANY NAME INC. - COMMON 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345

THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345

THE COMPANY NAME INC. - 401 K 123,456,789,012.12345

0000141268_4 R1.0.0.11699