Additional Proxy Soliciting Materials (definitive) (defa14a)
28 Juin 2013 - 3:09PM
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 under Rule 14a-12
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MAXYGEN, INC.
(Name of the 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)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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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 August 12, 2013.
MAXYGEN, INC.
Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
June 17, 2013
Date: August 12, 2013
Time: 10:00 AM
Location: Maxygen, Inc.
411 Borel Avenue, Suite
616
San Mateo, CA 94402
MAXYGEN, INC.
You are receiving this
communication because you hold shares in the above named company.
411 BOREL AVENUE, SUITE 616 SAN MATEO, CA
94402 ATTN: JOHN BORKHOLDER
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.
TBD
See the reverse side of this notice to obtain proxy materials and voting instructions.
-M61251
—
Before You Vote —
How to Access the Proxy Materials
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 XXXX XXXX XXXX (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 XXXX XXXX XXXX (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 29, 2013 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 www.proxyvote.com. Have the information that is
printed in the box marked by the arrow XXXX XXXX XXXX (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.
M61252-TBD
Voting
Items
The Board of Directors recommends you vote FOR the following:
3. Election of Directors
Nominees:
01) Louis G. Lange
04) Gordon Ringold
05) Isaac Stein
02) Kenneth B. Lee, Jr.
03) Ernest Mario
The Board of Directors recommends you vote FOR the following proposals:
1. To approve the voluntary dissolution and liquidation of Maxygen pursuant to a Plan of Complete Liquidation and Dissolution in substantially the form attached to the accompanying proxy
statement as Appendix A.
2. To grant discretionary authority to the Board of Directors to adjourn the Annual
Meeting, even if a quorum is present, to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the dissolution and liquidation of the Company pursuant to the Plan of Complete
Liquidation and Dissolution.
4. Ratification of the selection of Ernst & Young LLP as the independent
registered public accounting firm of Maxygen for the fiscal year ending December 31, 2013.
5. Advisory
resolution to approve executive compensation.
NOTE: Such other business as may properly come before the
meeting or any adjournment thereof.
M61253-TBD
M61254-TBD
Maxygen, Inc. (MM) (NASDAQ:MAXY)
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