UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | 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 §240.14a-12 |
INFINERA CORPORATION
(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. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which 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: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
INFINERA CORPORATION
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to Be Held on Wednesday, May 16, 2012
The Proxy Statement, Annual Report and other proxy materials are available at:
http://www.proxyvoting.com/infn
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.
infinera®
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 make your request for a copy as instructed below on or
before May 4, 2012 to facilitate timely delivery.
TO REQUEST PAPER COPIES OF PROXY MATERIALS:
(please reference your 11-digit control number when requesting materials)
By opting out to receive printed materials, your preference for future proxy
mailings will be kept on our file.
Telephone: 1-888-313-0164
(outside of the U.S. and Canada call 201-680-6688).
Email: shrrelations@bnymellon.com
(you must reference your 11-digit control number in your email)
Internet: http://www.proxyvoting.com/infn
TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE
This is not a proxy card. You cannot use this notice to vote your shares.
Dear Infinera Corporation Stockholder:
The 2012 Annual Meeting of Stockholders of Infinera Corporation (the “Company”) will be held at the Company’s Headquarters
located at 140 Caspian Court, Sunnyvale, CA 94089, on Wednesday, May 16, 2012, at 10:00 AM (local time).
Proposals to be considered at the Annual Meeting:
(1) to elect three Class II Directors to serve until the 2015 annual meeting of stockholders of the Company or until
their successors are duly elected and qualified;
(2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 29, 2012;
(3) to approve, on an advisory basis, the Company’s executive compensation; and
(4) to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors recommends a vote “FOR” Items 1, 2 and 3.
The Board of Directors has fixed the close of business on March 21, 2012 as the record date (the “Record Date”) for the
determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.
CONTROL NUMBER
YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN
YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO
VOTE YOUR PROXY ELECTRONICALLY.
16738
PRINT AUTHORIZATION (THIS BOXED AREA DOES NOT PRINT)
To commence printing on this proxy card please sign, date and fax this card to: 212-269-1116
SIGNATURE: DATE: TIME:
Stockholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting.
Directions to attend the annual meeting where you may vote in person can be found on our website, www.infinera.com.
Meeting Location:
Infinera Corporation
140 Caspian Court
Sunnyvale, CA 94089
The following Proxy Materials are available for you to review online:
• the Company’s 2012 Proxy Statement (including all attachments thereto);
• the Company’s Annual Report for the year ended December 31, 2011; and
• any amendments to the foregoing materials that are required to be furnished to stockholders.
To request a paper copy of the Proxy Materials:
(you must reference your 11-digit control number located on the reverse side of this form)
Telephone: 1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email: shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet: http://www.proxyvoting.com/infn
The Proxy Materials for Infinera Corporation are available to review at:
http://www.proxyvoting.com/infn
Have this notice available when you request a PAPER copy of the Proxy Materials,
when you want to view your proxy materials online
OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.
HOW TO VOTE BY INTERNET
We encourage you to review the proxy materials online before voting.
Use the Internet to vote your shares. On the landing page of the above website in the box labeled
“To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares.
Have this notice in hand when you access the website.
You will need to reference the 11-digit control number located on the reverse side.
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