SunEdison Semiconductor Limited | ||
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
(1) | Title of each class of securities to which transaction applies: |
(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): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Meeting Information | |||||||
SUNEDISON SEMICONDUCTOR LIMITED | Meeting Type: | Annual Meeting | |||||
For holders as of: | June 8, 2016 | ||||||
Date: | August 3, 2016 | Time: | 7:00 AM CDT | ||||
Location: | Embassy Suites Hotel | ||||||
2 Convention Center Plaza | |||||||
St. Charles, Missouri 63303 | |||||||
SUNEDISON SEMICONDUCTOR LIMITED | |||||||
501 PEARL DRIVE | |||||||
ST. PETERS, MO 63376 | |||||||
You are receiving this communication because you hold shares in the company named above. | |||||||
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. | |||||||
See the reverse side of this notice to obtain proxy materials and voting instructions. | |||||||
Before You Vote | ||||||||
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. | ||||||||
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1) | BY INTERNET: | www.proxyvote.com | ||||||
2) | BY TELEPHONE: | 1-800-579-1639 | ||||||
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* | 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 July 20, 2016 to facilitate timely delivery. |
How to Vote | ||||||||
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 (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. |
Voting Items | |||||||||
The Board of Directors recommends you vote FOR the following: | The Board of Directors recommends you vote FOR proposals 2 through 6 | ||||||||
1. | Election of Directors | 2. | To approve the re-appointment of KPMG LLP as our independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2016, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP's remuneration for services provided through the date of our 2017 Annual General Meeting of Shareholders (the "2017 AGM"). | ||||||
Nominees: | |||||||||
1a. | Antonio R. Alvarez | ||||||||
1b. | Gideon Argov | 3. | To consider as an ordinary resolution approval of the cash compensation to be paid to members of the Board of Directors from the date of the 2016 AGM through the date the 2017 AGM is held and for each approximately 12-month period thereafter | ||||||
1c. | Michael F. Bartholomeusz | ||||||||
1d. | Jeffrey A. Beck | 4. | To consider as an ordinary resolution authorization of the Board to allot and issue shares of the Company. | ||||||
1e. | Justine F. Lien | 5. | To consider as an ordinary resolution authorization of the Board to repurchase shares of the Company. | ||||||
1f. | Shaker Sadasivam | ||||||||
6. | To consider as a special resolution an amendment to our Constitution to eliminate the corporate opportunity exclusion for our former parent company. | ||||||||
1g. | Abdul Jabbar Bin Karam Din | ||||||||
NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. | |||||||||