Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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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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Medidata Solutions, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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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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5)
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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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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Meeting Information
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Meeting Type:
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Annual Meeting
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For holders as of:
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April 2, 2018
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Date:
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May 30, 2018
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Time:
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10:00 A.M. EDT
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Location:
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Meeting live via the Internet-please visit
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www.virtualshareholdermeeting.com/medidata2018
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The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/medidata2018 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT 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 May 16, 2018 to facilitate timely delivery.
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Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/medidata2018. Have the information that is printed in the box marked by the arrow (located on the following page) 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 proxy card.
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Voting Items
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of Directors
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Nominees:
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4. | To approve an amendment to our Second Amended and Restated 2014 Employee Stock Purchase Plan ("ESPP") to increase by 1,000,000 the number of shares of common stock authorized for issuance under the ESPP. | |||||
1a.
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Tarek A. Sherif
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1b.
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Glen M. de Vries
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5.
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To ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2018.
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1c.
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Carlos Dominguez
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1d.
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Neil M. Kurtz
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NOTE: In their discretion, proxies are authorized to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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1e.
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George W. McCulloch
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1f.
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Lee A. Shapiro
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1g.
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Robert B. Taylor
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The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5:
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2.
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To approve, on an advisory basis, named executive officer compensation (the "say on pay vote").
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3.
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To approve an amendment to our 2017 Long-Term Incentive Plan ("LTIP") to increase by 1,300,000 the number of shares of common stock authorized for issuance under the LTIP.
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