- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 19 2012 - 10:26AM
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
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Filed by
a Party other than the Registrant
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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 §240.14a-12
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CIRCOR INTERNATIONAL, INC.
(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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of transaction:
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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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(2)
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Form, Schedule or Registration Statement No.:
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Important Notice of Availability of Proxy Materials for the Shareholder Meeting of
CIRCOR INTERNATIONAL, INC.
To Be Held On:
Wednesday, May 2, 2012 at 2:00 PM Eastern Daylight
Savings Time
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COMPANY NUMBER
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ACCOUNT NUMBER
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CONTROL NUMBER
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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.
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. To facilitate timely delivery please make the request as instructed below before April 18, 2012.
Please visit www.proxy.circor.com, where the following materials are available for viewing:
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Notice of Annual Meeting of Stockholders
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Proxy Statement
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Form of Electronic Proxy Card
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Annual Report on Form 10-K
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Letter to Stockholders from Chief Executive and Chief Financial Officers
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TO REQUEST MATERIAL:
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TELEPHONE: 888-Proxy-NA (888-776-9962) and 718-921-8562 (for international callers)
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E-MAIL: info@amstock.com
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WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
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TO VOTE:
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ONLINE:
To access your online proxy card, please visit
www.voteproxy.com
and follow the on-screen instructions. You may enter your voting instructions at
www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
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IN PERSON:
You may vote your shares in person by attending the Annual Meeting. Directions to the offices of the Companys corporate headquarters are included on the
last page of the Proxy Statement.
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TELEPHONE:
To vote by telephone, please visit
https://secure.amstock.com/voteproxy/login2.asp
to view the proxy materials and to obtain the toll free number to
call.
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MAIL:
You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.
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THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.
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2.
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To ratify the Audit Committee
of the Board of Directors selection of Grant Thornton LLP as the Companys independent auditors for the fiscal year ending December 31, 2012.
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1.
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To elect three (3) Class I Directors, each to hold
office for a 3-year term until the Annual Meeting of Stockholders in 2015 and until such directors successor is duly elected and qualified or until his earlier resignation or removal.
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3.
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To consider an advisory resolution approving the compensation of
the Companys named executive officers.
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NOMINEES:
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David F. Dietz
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Douglas M. Hayes
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Thomas E. Naugle
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Please note that you cannot use this notice to vote
by mail.
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ANNUAL MEETING OF STOCKHOLDERS OF
CIRCOR INTERNATIONAL, INC.
Wednesday, May 2, 2012
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PROXY VOTING INSTRUCTIONS
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INTERNET
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Access
www.voteproxy.com
and follow the on-screen
instructions. Have your proxy card available when you access the web page.
TELEPHONE
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Call toll-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL
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Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON
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You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement, proxy card, Letter to Stockholders,
and
Annual Report on Form 10-K are available at www.proxy.circor.com
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¤
Please detach along perforated line and mail
in the envelope provided
IF
you are not voting via telephone or the Internet.
¤
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¢
20330300000000001000 2
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050212
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE
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1.
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To
elect three (3) Class I Directors, each to hold office for a 3-year term until the Annual Meeting of Stockholders in 2015 and until such directors successor is duly elected and qualified or until his earlier resignation or
removal.
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FOR
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AGAINST
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ABSTAIN
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2.
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To ratify the Audit Committee of the Board of Directors selection of Grant Thornton LLP as the Companys independent auditors for the fiscal year ending December 31,
2012.
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FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
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NOMINEES:
¡
David R. Dietz
¡
Douglas M. Hayes
¡
Thomas Naugle
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3.
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To consider an advisory resolution approving the compensation of
the Companys named executive officers.
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FOR ALL EXCEPT
(See instructions below)
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The undersigned hereby revokes any proxy previously given in connection with such meeting and acknowledges receipt of the Notice of Annual Meeting and Proxy Statement
for the aforesaid meeting and the 2011 Annual Report to Stockholders.
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This proxy when properly executed will
be voted in the manner directed herein by the undersigned stockholder. If no instruction is indicated, the undersigneds votes will be cast FOR all nominees in Proposal 1 and FOR Proposals 2 and 3. This proxy will be
voted in the discretion of the proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT
and fill in the circle next to each nominee you wish to
withhold, as shown here:
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Please check here if you plan to attend the meeting.
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To change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Stockholder
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Date:
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Signature of Stockholder
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Date:
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¢
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized
person.
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