Form: DEFA14A

Additional definitive proxy soliciting materials and Rule 14(a)(12) material

January 18, 2018


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:
 
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 under §240.14a-12
 
 
 
 
EMCORE CORPORATION
(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):
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:
 
 
 
 
 
 
 


 
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on March 16, 2018.

 
 
 
 
 
 
 
Meeting Information
EMCORE CORPORATION
 
Meeting Type:
For holders as of:
Annual Meeting
January 16, 2018
 
 
Date:    March 16, 2018      Time:    8:00 AM PST
 
 
Location:
Hilton Pasadena
168 S. Los Robles Ave.
Pasadena, CA 91101
 
 
 
 
 
 
You are receiving this communication because you hold shares in the company above named.

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:
 
 
 
 
 
 
 
1. Notice & Proxy Statement
2. 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:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
 
 
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 March 04, 2018 to facilitate timely delivery.
 
 
 
 
 
How To Vote
 
 
 
 
 
 
Please Choose One of the Following Voting Methods
 
 
 
 
 
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. 
 
 
 
 
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow  available and follow the instructions. 
 
 
 
 
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. 
 
 
 
 
 
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Voting Items
 
 
The Board of Directors recommends you vote FOR the following proposal(s):
 
 
 
 
1.
Election of Director for a three-year term expiring at EMCORE’s 2021 Annual Meeting of Shareholders.
 
 
 
 
 
Nominees
 
 
 
 
1A 
Stephen Domenik
 
 
 
 
 
The Board of Directors recommends you vote FOR the following proposals:
 
 
 
2
To ratify the appointment of KPMG LLP as EMCORE's independent registered public accounting firm for the fiscal year ending September 30, 2018.
 
 
3
To approve an amendment to the Certificate of Incorporation to declassify the Board.
 
 
4 To approve an amendment to the Certificate of Incorporation to change the required number of members of the Company’s Board of Directors.
   
5
To approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certain provisions of the Certificate of Incorporation.
 
 
6
To approve an extension of the Company's Tax Benefits Preservation Plan.
   
7
To approve, on an advisory basis, the executive compensation of EMCORE's Named Executive Officers.
 
 
NOTE: In their discretion the proxies are authorized to vote for such other business as may properly come before the meeting or any adjournment or postponement thereof.

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Voting Instructions
 
 
   
     
     
     

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