UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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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. | |
BENEFITFOCUS, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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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 7, 2014. | ||||
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BENEFITFOCUS, INC.
BENEFITFOCUS, INC. ATTN: MILTON A. ALPERN 100 BENEFITFOCUS WAY CHARLESTON, SOUTH CAROLINA 29492 |
Meeting Information
Meeting Type: Annual Meeting For holders as of: April 14, 2014 Date: June 7, 2014 Time: 1:00 PM, EDT Location: Benefitfocus, Inc. 100 Benefitfocus Way Charleston, South Carolina 29492
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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. |
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| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||
M74787-P48331
| — Before You Vote — | ||||||
| How to Access the Proxy Materials
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| Proxy Materials Available to VIEW or RECEIVE:
1. Notice of Annual Meeting of Stockholders and Proxy Statement 2. 2013 Annual Report 3. Annual Report on Form 10-K
How to View Online: Have the information that is printed in the box marked by the arrow
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
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 23, 2014 to facilitate timely delivery.
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| — How To Vote — | ||||||
| Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder 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
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) and visit: www.proxyvote.com.M74788-P48331
| Voting Items | ||||||||
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The Board of Directors recommends you vote FOR the following: |
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1. |
Election of Directors
Nominees:
01) Shawn A. Jenkins 02) Joseph P. DiSabato |
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The Board of Directors recommends you vote FOR the following proposals:
| 2. | Approval of an amendment to the Benefitfocus.com, Inc. 2012 Stock Plan, as amended, to provide for performance-based awards of restricted stock and restricted stock units that comply with Internal Revenue Code Section 162(m). |
| 3. | Approval of the Benefitfocus, Inc. Management Incentive Bonus Program. |
NOTE: In its discretion, the proxy is authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed, will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR proposals 1, 2 and 3.
M74789-P48331
M74790-P48331