Form DEFA 14A
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
x
Filed by a Party other than the Registrant
o
Check the appropriate box:
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o Preliminary
Proxy Statement |
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o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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o Definitive
Proxy Statement
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x Definitive
Additional Materials
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o Soliciting
Material Pursuant to §240.14a-12
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HEALTHSPRING
(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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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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(1) |
Title of each class of securities to which
transaction applies:
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(2) |
Aggregate number of securities to which
transaction applies:
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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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(4) |
Proposed maximum aggregate value of transaction:
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o |
Fee paid previously with preliminary materials.
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o |
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) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement No.:
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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 May 19, 2009 |
HEALTHSPRING, INC.
9009 CAROTHERS PARKWAY
SUITE 501
FRANKLIN, TN 37067 |
For holders as of: 3/23/09 |
Date: 5/19/2009 Time: 10:00 a.m. Central Daylight Time |
Location: HealthSpring, Inc. |
You are receiving this communication because you hold shares
in the company named above. |
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. The proxy materials are available
online at www.proxyvote.com or you may 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. |
How to Access the Proxy Materials |
Proxy Materials Available to VIEW or RECEIVE: |
NOTICE AND PROXY STATEMENT FORM 10-K |
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 to you for requesting a copy. Please choose one of the following methods to make your
request: |
1) BY INTERNET: www.proxyvote.com |
2) BYTELEPHONE: 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 to
your investment advisor. To facilitate timely delivery, please make your request for a copy as
instructed above on or before 5/5/09. |
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 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. For directions on how to be able to attend the
meeting and vote in person, please call (615) 291-7000. |
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. |
The Board of Directors
recommends a vote FOR Items 1
and 2. |
1. Election of Class I Directors |
Nominees:
01) Bruce M. Fried
02) Herbert A.
Fritch 03) Joseph
P. Nolan |
2. Ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the year ending December 31, 2009. |
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. |