Additional Proxy Soliciting Materials (definitive) (defa14a)
April 29 2020 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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¨
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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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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Lindblad
Expeditions Holdings, Inc.
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(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:
LINDBLAD EXPEDITIONS HOLDINGS, INC. Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on June 10, 2020 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, form of
proxy, and Annual Report on Form 10-K are available at www.viewproxy.com/lindblad/2020. 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 June 2, 2019 to facilitate timely delivery. Unless requested, you will not receive a paper
or e-mail copy. Important information regarding the Internet availability of the Company’s proxy materials, instructions
for accessing your proxy materials and voting online, and instructions for requesting paper or e-mail copies of your proxy materials
are provided on the reverse side of this Notice. SHAREHOLDERS ARE CORDIALlY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. To
the Shareholders of LINDBLAD EXPEDITIONS HOLDINGS, INC. Notice is hereby given that the Annual Meeting of Shareholders of Lindblad
Expeditions Holdings, Inc. will be held virtually on June 10, 2020 at 10:00 a.m. EDT for the following purposes:1. Election of
Class B Directors and New Class A and Class C Directors 01 L. Dyson Dryden 02 John M. Fahey 03 Catherine B. Reynolds 04 Sarah
Farrell 05 Thomas S. Smith Jr. 2. The approval, on an advisory basis, of the 2019 compensation of our named executive officers.
3. The ratification of the appointment of Marcum LLP as our independent registered certified public accounting firm for fiscal
2020. NOTE: The transaction of any other business as may properly come before the meeting or any adjournment or postponement thereof.The
Board of Directors recommends a vote “FOR” all the nominees listed under Item 1, and “FOR” Items 2 and
3. The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet.
Material for this annual meeting and future meetings may be requested by one of the following methods:INTERNET TELEPHONE E-MAIL
To view your proxy materials online, go to http://www.viewproxy.com/lindblad/2020. Have the 11 digit control number available
when you access the website and follow the instructions. 877-777-2857 TOLL FREErequests@viewproxy.com * If requesting material
by e-mail, please send a blank e-mail with the company name and your 11 digit control number (located below) in the subject line.
No other requests, instructions or other inquiries should be included with your e-mail requesting material. You must use the 11
digit control number located in the box below.
LINDBLAD EXPEDITIONS HOLDINGS, INC. HOW TO REGISTER FOR THE VIRTUAL
ANNUAL MEETING The 2020 Annual Meeting of Stockholders of Lindblad Expeditions Holdings, Inc. will be held virtually on June 10,
2020 at 10:00 A.M. EDT. As a Registered Holder, you may attend the Annual Meeting by first registering at http://www.viewproxy.com/lindblad/2020
using your Virtual Control Number below. Your registration must be received by 11:59 p.m. EDT on June 7, 2020. On the day of the
meeting, you may log in to the meeting at http://www.viewproxy.com/lindblad/2020/vm using the password you received via email
in your registration confirmation and follow the instructions to vote your shares. Please have your Virtual Control Number with
you during the meeting in order to vote. Further instructions on how to attend and vote at the Annual Meeting of Stockholders
are contained in the Proxy Statement in the section titled “About the Meeting - What do I need to do to virtually attend
the annual meeting via live audio webcast?”PROXY MATERIALS AVAILABLE TO VIEW OR RECEIVEThe following proxy materials are
available to you to review: • The Company’s 2019 Annual Report to Stockholders • The Company’s 2020 Proxy
StatementHOW TO ACCESS YOUR PROXY MATERIALS View Online: Have your 11-digit control number in hand and visit http://www.viewproxy.com/lindblad/2020Request
and Receive a Paper or E-Mail Copy:By Internet: http://www.viewproxy.com/lindblad/2020By Telephone: 1-877-777-2857 TOLL FREEBy
E-Mail: requests@viewproxy.com. Please include the company name and your 11-digit control number in the subject line; do not include
any other text or message in the e-mail.VOTING METHODSVia Internet Prior to the Annual Meeting: Go to http://www.AALVote.com/LIND.
Have your 11-digit control number available and follow the prompts.Your electronic vote prior to the Annual Meeting authorizes
the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned a proxy card.Via Internet
During the Annual Meeting: Go to http://www.viewproxy.com/lindblad/2020/vm. Have your 11-digit control number available and follow
the prompts.Via Mail: Request a paper copy of the materials which includes a proxy card. Follow the instructions on the proxy
card for voting by mail.Via Telephone: Request a paper copy of the materials, which includes a proxy card. Follow the instructions
on the proxy card for voting by telephone.
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