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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o Preliminary Proxy Statement
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Sykes Enterprises, Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SYKES ENTERPRISES, INCORPORATED
Supplement to Proxy Statement, dated April 14, 2011, Relating to the
Annual Meeting of Shareholders To Be Held on May 19, 2011
On May 6, 2011, the Company learned that Institutional Shareholder Services (ISS) had made a
recommendation to vote against the approval of Proposals 4 and 5 to be presented and the Annual
Meeting of Shareholders, relating to the approval of the Companys 2011 Equity Incentive Plan (the
2011 Plan), which was adopted by the Board of Directors on March 23, 2011, subject to shareholder
approval at the Annual Meeting (Proposal 4), and the approval of the performance criteria under the
2011 Plan (Proposal 5). The reason for the negative recommendation was the number of shares
subject to the Plan, which is 5,732,978. This number constitutes the number of shares that were
available under the 2001 Equity Incentive Plan at the time of its expiration in March 2011. The
Company believes that a reduction in the number of shares available for issuance under the 2011
Plan to 4,000,000 would result in sufficient shares remaining available to achieve the Companys compensation
objectives while bringing the shareholder value transfer under the Plan more in line with industry standards.
Considering the above, the Board of Directors adopted a
resolution reducing the number of shares available for issuance under the 2011 Plan to 4,000,000
by amending paragraph (a) of Section 3 of the 2011 Plan (which is attached to the proxy statement
for the Annual Meeting as Appendix A) to read as follows:
(a) Stock Subject to Plan. The Stock to be subject to or related to Plan Awards may
be either authorized and unissued shares or shares held in the treasury of the Company. The
maximum number of shares of Stock with respect to which Plan Awards may be granted under the
Plan, subject to adjustment in accordance with the provisions of Section 10, shall be
4,000,000.
Therefore, all references in the number of shares available for issuance under the 2011 Plan
in the proxy statement are hereby revised to read 4,000,000 rather than 5,732,978.
The Board of Directors recommends a vote FOR Proposal 4 and FOR Proposal 5.
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By Order of the Board of Directors,
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James T. Holder |
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Secretary |
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May 11, 2011
This information is being provided to all shareholders in addition to Sykes Enterprises proxy
statement dated April 14, 2011, which you already received. Please read the complete proxy
statement and accompanying materials carefully before you make a voting decision. Even if voting
instructions for your proxy have already been given, you can change your vote at any time before
the Annual Meeting by giving new voting instructions as described in more detail in the proxy
statement.