DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

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  ¨

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))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨  

Soliciting Material Pursuant to Rule 14a-12

CARBONITE, 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):

 

x 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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  (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):

 

  

 

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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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Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders of

CARBONITE, INC.

To Be Held On:

June 18, 2012 at 9:00 a.m.

Foley & Lardner LLP, 111 Huntington Avenue, Boston, MA 02199

 

   

 

COMPANY NUMBER

 

    
   
   

ACCOUNT NUMBER

 

    
   
   

CONTROL NUMBER

 

    

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.

If you want to receive a paper or e-mail copy of the proxy materials 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 before 06/18/12.

Please visit http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=17186, where the following materials are available for view:

 

  

•Notice of Annual Meeting of Stockholders

  

•Proxy Statement

  

•Form of Electronic Proxy Card

  

•Annual Report to Stockholders

TO REQUEST MATERIAL:

    TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
   E-MAIL: info@amstock.com
   WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp

TO VOTE:

    ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
   IN PERSON: You may vote your shares in person by attending the Annual Meeting of Stockholders.
  

TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to

view the materials and to obtain the toll free number to call.

   MAIL: You may request a card by following the instructions above.

 

1. To elect one class 1 director to hold office until the 2015 annual meeting of stockholders or until his successor is elected and qualified.

   

2. To ratify the selection of Ernst & Young LLP as Carbonite, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

    NOMINEE:

                             Pravin Vazirani

   

3. To approve, on an advisory basis, the compensation of Carbonite Inc.’s named executive officers.

 
    

4. To vote, on an advisory basis, on the frequency of future executive compensation advisory votes.

 
    

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, “FOR” PROPOSALS 2 AND 3, AND FOR “1 YEAR” ON PROPOSAL 4.

 

Please note that you cannot use this notice to vote by mail.