Additional definitive proxy soliciting materials and Rule 14(a)(12) material

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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

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¨ 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 Section 240.14a-12
MATTERSIGHT CORPORATION
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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 May 15, 2014.

MATTERSIGHT CORPORATION

Meeting Information

Meeting Type: Annual Meeting
For holders as of: March 20, 2014

Date: May 15, 2014

Time: 9:00 a.m. Central Time

Location: Mattersight Corporation

200 S. Wacker Drive

Suite 820

Chicago, Illinois 60606

MATTERSIGHT CORPORATION

BROADRIDGE CORPORATE ISSUER SOLUTIONS

P.O. BOX 1342

BRENTWOOD, NY 11717

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).

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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

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 LOGO (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 LOGO (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 May 1, 2014 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

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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 LOGO (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 ALL in Proposal #1: Election of Directors

1.

Nominees:

01)    Kelly D. Conway

02)    David B. Mullen

03)    Michael J. Murray

The Board of Directors recommends you vote FOR Proposal #2: Ratification of Independent Public Accountant

2.

To ratify the appointment of Grant Thornton LLP as the Company’s independent public accountants for the 2014 fiscal year.

The Board of Directors recommends you vote FOR Proposal #3: Say-on-Pay

3.

To approve, by a non-binding advisory vote, named executive officer compensation.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. Mattersight Corporation next reports earnings on May 05, 2014.

To receive a free e-mail notification whenever Mattersight Corporation makes a similar move, sign up!

Other recent filings from the company include the following:

Major owner of Mattersight Corporation just picked up 120,482 shares - July 25, 2014
Mattersight Raises $12 Million In Private Placement - July 24, 2014

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