lettertoshareholders.htm
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
Filed by
the Registrant þ
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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þ
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Rule 14a-12
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PERFICIENT,
INC.
(Name of
Registrant as Specified in Its Charter)
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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(1) Title
of each class of securities to which the transaction applies:
_________________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
_________________________________________________________________________
(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):
_________________________________________________________________________
(4)
Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total
fee paid:
_________________________________________________________________________
¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
the 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:
_________________________________________________________________________
(2) Form,
Schedule or Registration No.:
_________________________________________________________________________
(3)
Filing Party:
_________________________________________________________________________
_________________________________________________________________________
****
IMPORTANT ****
Dear
Perficient Shareholder:
Please find enclosed proxy voting
instructions previously sent relating to the Annual Meeting which will be held
at the Company’s headquarters located at 1120 South Capital of Texas Highway,
Building 3, Suite 220, Austin, Texas 78746 on April 24, 2009 at 9:00 a.m. local
time.
We are sending you this reminder notice
because we show that your shares are currently not voted and to alert you to the
fact that your shares cannot be represented on proposal #2 unless you
specifically vote your shares on that proposal.
Proposal
#2 is the approval of our 2009 Long Term Incentive Plan, and the Board of
Directors believes that the Incentive Plan is essential for the ongoing success
of the Company and its ability to recruit, retain and reward key
employees. The Board of Directors believes that if the Incentive Plan
is not approved, the Company’s ability to align the interests of key employees
with stockholders through equity-based compensation would be compromised,
disrupting the Company’s compensation program and impairing the Company’s
ability to recruit and retain key employees.
Due to of the importance of this
proposal, we are sending this reminder notice to all holders who are still
unvoted and urge you to vote your proxy immediately. Our shareholders
have the ability to vote over the internet or telephone and we urge you to do so
now to save the company further expense. Instructions on how to vote
over the phone or internet are enclosed in this package.
Your
shares cannot be represented at the Annual Meeting with respect to Proposal #2
unless you either sign and return the enclosed voting form or vote by telephone
or over the internet.
If you sign and return the enclosed
proxy form without indicating a choice of “for”, “against” or “abstain”, your
shares will be voted as recommended by your Board of Directors. To
ensure your shares are counted at the annual meeting we urge you to vote
today.
If you
have questions or need help voting your shares, please call our proxy
solicitation firm, Morrow & Co., LLC at 800-607-0088.
Regards,
/s/ Paul
E. Martin