(RULE 14a-101)




Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934



Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

American Superconductor Corporation

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other than 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)(4) and 0-11.

Title of each class of securities to which transaction applies:




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¨   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.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on July 29, 2016



      Meeting Information
      For holders as of: June 06, 2016
      Date: July 29, 2016             Time: 8:30 AM EDT
      Location:   American Superconductor Corp.
        64 Jackson Road




DEVENS, MA 01434-4020


Devens, MA 01434




You are receiving this communication because you hold shares in the above named company.


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 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 LOGO (located on the following page) and visit:


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:

                2) BY TELEPHONE:     1-800-579-1639

                3) BY E-MAIL*:   


*  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 LOGO (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 July 17, 2016 to facilitate timely delivery.



—  How To Vote  —

Please Choose One of the Following Voting Methods



Vote In Person: 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. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO 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                

The Board of Directors recommends you vote

FOR each of the nominees:

1.    Election of Directors

01   Vikram S. Budhraja    02   Pamela F. Lenehan    03    Daniel P. McGahn    04   David R. Oliver, Jr.    05   John B. Vander Sande

06   John W. Wood, Jr.

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

2.     To approve amendments to AMSC’s 2007 Stock Incentive Plan to add 1,350,000 shares to the total number of shares available for issuance under the plan and to increase the maximum number of shares issuable to any person in any calendar year to 250,000.

3.     To approve amendments to AMSC’s Amended and Restated 2007 Director Stock Plan to add 150,000 shares to the total number of shares available for issuance under the plan and to decrease the maximum value of equity awards granted to any director in any fiscal year to $500,000.

4.     To approve an amendment to AMSC’s 2000 Employee Stock Purchase Plan to add 300,000 shares to the total number of shares available for issuance under the plan.

5.     To ratify the selection by the Audit Committee of the Board of Directors of RSM US LLP (f/k/a McGladrey LLP) as AMSC’s independent registered public accounting firm for the current fiscal year.

NOTE: To transact such other business as may properly come before the annual meeting or any continuation, postponement or adjournment thereof.

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