UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
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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 Pursuant to Section 240.14a-11(c) or Section 240.14a-2. |
CA, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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This proxy statement supplement, dated August 24, 2009, supplements the proxy statement of the
Board of Directors of CA, Inc. filed with the U.S. Securities and Exchange Commission on July 24,
2009 relating to the annual meeting of stockholders of CA, Inc. to be held on Monday, September 14,
2009 at 10:00 a.m., Eastern Daylight Time, at One CA Plaza, Islandia, New York 11749. The purpose
of this supplement is to provide additional information with respect to certain tax reimbursement
payments reported by CA for its Chief Executive Officer in the proxy statement. Except as
described in this supplement, the information disclosed in the proxy statement continues to apply.
To the extent that information in this supplement differs from information disclosed in the proxy
statement, the information in this supplement applies.
The proxy statement discloses that John A. Swainson, CAs Chief Executive Officer, used the
corporate aircraft and helicopter for personal travel in fiscal year 2009 in accordance with CAs
Aircraft Use Policy. The Policy requires Mr. Swainson to use the corporate aircraft (including the
helicopter) for personal travel for security reasons. CA reimbursed Mr. Swainson in the amount of
$81,380, for the tax effect of the amount imputed as income to him relating to his personal use of
corporate aircraft in fiscal year 2009.
In 2006, the Compensation and Human
Resources Committee of the Board of Directors of CA
authorized Mr. Swainsons reimbursement for the tax effect of the income imputed to him for his and
his familys personal use of those aircraft beginning in calendar year 2006, to the extent Mr.
Swainsons use is mandated by CA for security reasons.
At the regular meeting of the Committee held on July 28, 2009, the Committee reviewed the
personal use of corporate aircraft by Mr. Swainson and his family. The Committee did not change
the Policy, which continues to require Mr. Swainson to use corporate aircraft for personal travel
for security reasons. However, Mr. Swainson agreed to waive the tax reimbursement of the effect
of the income imputed to him for future personal use of corporate aircraft by him and his family
and the Committee agreed that CA would no longer reimburse Mr. Swainson for that tax effect
commencing with personal use on and after January 1, 2010, the start of the 2010 tax year.