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
(Amendment No. )
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 Pursuant to Section 240.14a-12. | |
CA, 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)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (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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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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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. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on August 3, 2016.
| CA, INC. |
Meeting Information
Meeting Type: Annual Meeting | |||
| For holders as of: June 6, 2016 | ||||
| Date: August 3, 2016 Time: 10:00 a.m., EDT | ||||
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CA, INC. 520 MADISON AVENUE NEW YORK, NY 10022 |
Location: Meeting live via the Internet - please visit www.virtualshareholdermeeting.com/CA2016.
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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/CA2016 and be sure to have the information that is printed in the box marked by the arrow
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You are receiving this communication because you hold shares in the company named above. | ||||
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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. | ||||
(located on the following page).
— 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: | ||
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Have the
information that is printed in the box marked by the arrow
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| How to Request and Receive a PAPER or E-MAIL Copy: | ||
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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
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| 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 20, 2016 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com.
(located on the following page) in the subject line.— How To Vote —
Please Choose One of the Following Voting Methods
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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
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During The Meeting: | ||
| Go to www.virtualshareholdermeeting.com/CA2016. Have
the information that is printed in the box marked by the arrow
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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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(located on the following page) available and follow the instructions.
(located on the following page) available and follow the instructions.
| Voting Items |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2, 3, 4 AND 5.
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| 1. Election of Directors | ||||
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Nominees:
1A Jens Alder
1B Raymond J. Bromark
1C Michael P. Gregoire
1D Rohit Kapoor
1E Jeffrey G. Katz
1F Kay Koplovitz
1G Christopher B. Lofgren
1H Richard Sulpizio
1I Laura S. Unger
1J Arthur F. Weinbach
1K Renato (Ron) Zambonini
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2. Proposal No. 2 - To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2017.
3. Proposal No. 3 - To approve, by non-binding vote, the compensation of Named Executive Officers.
4. Proposal No. 4 - To re-approve the CA, Inc. 2011 Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code.
5. Proposal No. 5 - To ratify the November 2015 Stockholder Protection Rights Agreement.
NOTE: Such other business that properly comes before the meeting and any adjournment or postponement of the meeting. | ||
