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 x 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 |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
SOLARWINDS, 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):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| 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): |
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| 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. |
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| 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 May 17, 2012
| Meeting Information | ||||||||||||
| SOLARWINDS, INC. |
Meeting Type: Annual Meeting | |||||||||||
| For holders as of: March 19, 2012 | ||||||||||||
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Date: May 17, 2012 |
Time: 8:30 AM CDT |
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Location: Four Seasons Hotel |
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| 98 San Jacinto Boulevard |
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Austin, TX 78701
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SOLARWINDS, INC. 3711 SOUTH MOPAC EXPRESSWAY BUILDING TWO AUSTIN, TX 78746 ATTN: CORPORATE SECRETARY |
You are receiving this communication because you hold shares in the above named company. | |||||
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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). | ||||||
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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| See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote |
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How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||
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1. Notice & Proxy Statement 2. Shareholder Letter 3. Form 10-K
How to View Online: Have the information that is printed in the box marked by the arrow
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
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 03, 2012 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com.|
How To Vote |
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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
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 the following: |
| 1. | Election of Directors | |||||||||||||||||
| Nominees | ||||||||||||||||||
| 01 | Ellen F. Siminoff | 02 | Lloyd G. Waterhouse | |||||||||||||||
| The Board of Directors recommends you vote FOR proposals 2. and 3. |
| 2. |
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. | |
| 3. |
Approve, by non-binding basis, the Company’s overall executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in the Proxy Statement. | |
| The Board of Directors recommends you vote AGAINST the following proposal: |
| 4. |
Approval of a stockholder proposal to request the Board of Directors to initiate an appropriate process to amend the Company’s certificate of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections. |
| NOTE: | And to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
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