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.  )
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HealthSpring, Inc.
 
(Name of Registrant as Specified In Its Charter)
 
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 27, 2010.

HEALTHSPRING, INC.









HEALTHSPRING, INC.
ATTN: J. GENTRY BARDEN, SVP
9009 CAROTHERS PARKWAY, SUITE 501
FRANKLIN, TN 37067

Meeting Information
 
Meeting Type: Annual Meeting
For holders as of: April 7, 2010
Date: May 27, 2010       Time: 10:00 a.m. CDT
     
Location:
  9009 Carothers Parkway
 
  Franklin, TN 37067
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:
NOTICE, PROXY STATEMENT (INCLUDING FORM OF PROXY), AND ANNUAL REPORT TO STOCKHOLDERS
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:
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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 13, 2010 to facilitate timely delivery.
—— How To Vote ——
Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements, including, but not limited to, the possession of an attendance ticket issued by the company holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Annual Meeting, you will need to request a ballot to vote these shares.
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 proxy card.

 

 

 

Voting Items
         
The Board of Directors recommends that
you vote FOR the following nominees:
       
1.  
Election of Class II Directors
 
Nominees:
 
  01)  
Benjamin Leon, Jr.
 
  02)  
Dr. Sharad Mansukani
The Board of Directors recommends you vote FOR the following proposals:
2.  
Approval of the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan
 
3.  
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.