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




Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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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 to §240.14a-12


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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 June 11, 2014.


Meeting Information







Meeting Type: Annual Meeting

For holders as of: April 15, 2014

Date: June 11, 2014 Time: 11:00 AM, EDT

Location: Meeting live via the Internet-please visit

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

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 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 —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

The Proxy Statement and 2013 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2013

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:

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:


2) BY TELEPHONE :    1-800-579-1639

3) BY E-MAIL* :  

*  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 28, 2014 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet:

Before The Meeting:

Go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go to 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

the following:

1.      To elect the two Class I director nominees.


01)     David F. D ‘Alessandro

02)     Judith A. McHale

The Board of Directors recommends you vote FOR the following proposals:

2.      Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2014.

3.      Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers.

The Board of Directors recommends you vote 1 YEAR on the following proposal:

4.      Determination, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid
to our named executive officers should occur every one, two or three years.

Note: To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.



The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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