Additional Proxy Soliciting Materials (definitive) (defa14a)
April 10 2017 - 11:03AM
Edgar (US Regulatory)
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 ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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HSN, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(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)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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)
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing party:
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Date Filed:
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HSN, INC.
IMPORTANT ANNUAL MEETING INFORMATION
Vote by Internet
Go to www.envisionreports.com/HSNI
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Shareholder Meeting
Notice
Important Notice Regarding the Availability of Proxy Materials for the
HSN, Inc. Shareholder Meeting to be Held on Wednesday, May 24, 2017
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders meeting are available on
the internet. Follow the instructions below to view the materials and vote online or request a copy of the materials. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
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. The proxy statement and annual report to shareholders are available at:
www.envisionreports.com/HSNI
Easy Online Access A Convenient Way to
View Proxy Materials and Vote
When you go online to view materials, you can also vote your shares.
Step 1: Go to www.envisionreports.com/HSNI to view the materials.
Step 2: Click on Cast Your
Vote or Request Materials.
Step 3: Follow the instructions on the screen to log in.
Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
Obtaining a Copy of the Proxy Materials If you want to receive a 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 on the reverse side on or before May 10, 2017 to facilitate timely delivery.
2 N O T
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02JVKD
Shareholder Meeting Notice
Dear HSN, Inc.
Shareholder:
The 2017 Annual Meeting of HSN, Inc. (the Company) will be held at the HSN, Inc. corporate headquarters, 1 HSN Drive, St. Petersburg,
Florida 33729, on Wednesday, May 24, 2017, at 10:00 a.m. Eastern Daylight Saving Time.
Proposals to be considered at the Annual Meeting:
The Board of Directors recommends a vote FOR all nominees; FOR Proposals 2, 3 and 5; and 3 Years for Proposal 4.
(1) to elect ten Directors to serve until the next succeeding annual meeting of shareholders of the Company;
(2) to ratify the appointment of Ernst & Young LLP as the Companys independent registered certified public accounting firm;
(3) to approve, on an advisory basis, the compensation paid to our named executive officers;
(4) to approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers;
(5) to approve the 2017 Omnibus Incentive Plan
(6) to consider and act upon any other business
that may properly come before the meeting or any adjournment(s) thereof.
The Board of Directors recommends a vote FOR all nominees; FOR
Proposals 2, 3 and 5; and 3 Years for Proposal 4.
The Board of Directors has fixed the close of business on March 27, 2017 as the record date (the
Record Date) for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.
Shareholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting.
PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you
wish to attend and vote at the meeting, please bring this notice with you.
Heres how to order a copy of the proxy materials and select a future delivery
preference:
Paper copies: Current and future paper delivery requests can be submitted via the telephone, internet or email options below.
Email copies: Current and future email delivery requests must be submitted via the internet following the instructions below.
If you request an email copy of materials you will receive an email with a link to the materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
Internet Go to www.envisionreports.com/HSNI. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials
and submit your preference for email or paper delivery of future meeting materials.
Telephone Call us free of charge at 1-866-641-4276 and follow the
instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
Email Send email to investorvote@computershare.com with Proxy Materials HSN, Inc. in the subject line. Include in the message your full name and address, plus
the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 10, 2017.
02JVKD
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