Edgar Filing: INFINERA Corp

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DEFA14A

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 ☒ 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

☒		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)

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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 25, 2017.



INFINERA CORPORATION			Meeting Information

			Meeting Type: Annual Meeting
			For holders as of: April 4, 2017
			Date: May 25, 2017 Time: 10:00 AM PDT
			Location:	140 Caspian Court
				Sunnyvale, California 94089


	INFINERA CORPORATION ATTN: MICHAEL POST 140 CASPIAN COURT SUNNYVALE, CA 94089	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. 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.

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— Before You Vote —

How to Access the Proxy Materials


		Proxy Materials Available to VIEW or RECEIVE:

		NOTICE AND PROXY STATEMENT ANNUAL REPORT
		How to View Online:
		Have the information that is printed in the box marked by the arrow (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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		1) BY INTERNET:		www.proxyvote.com
		2) BY TELEPHONE:		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 information that is printed in the box marked by the arrow (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. Please make the request as instructed above on or before May 11, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods


		Voting Items

The Board of Directors recommends a vote “FOR”

each of the nominees listed in Proposal 1:

Election of Directors

Nominees:

1a.

Thomas J. Fallon

1b.

Kambiz Y. Hooshmand

1c.

Rajal M. Patel

The Board of Directors recommends a vote “FOR” Proposals 2 and 3:

To approve an amendment to the Infinera 2016 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 6,400,000 shares.

To approve, on an advisory basis, the compensation of Infinera’s named executive officers, as described in the Proxy Statement.

The Board of Directors recommends you vote “1 YEAR” on Proposal 4:

To approve, on an advisory basis, the frequency of stockholder advisory votes on the compensation of Infinera's named executive officers.

The Board of Directors recommends you vote “FOR” Proposal 5:

To ratify the appointment of Ernst & Young LLP as Infinera’s independent registered public accounting firm for the fiscal year ending December 30, 2017.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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