UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
STEMCELLS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(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:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by
registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SEC 1913 (02-02)
|
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 30, 2011
Shareholder Meeting to Be Held on June 30, 2011
STEMCELLS, INC.
Meeting Information
Meeting Type: Annual Meeting
For holders as of: May 11, 2011
Date: June 30, 2011 |
Time: 2:00 PM PDT |
| Location: | 3155 Porter Drive Palo Alto, California 94304 |
You are receiving this communication because you hold shares
in the above named company.
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.
Broadridge Internal Use Only
Job #
Envelope #
Sequence #
# of # Sequence #
Job #
Envelope #
Sequence #
# of # Sequence #
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Form 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
è XXXX XXXX XXXX (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
è XXXX XXXX XXXX (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 June 16, 2011 to
facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
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
è XXXX XXXX XXXX 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.
Internal Use
Only
Voting items
The Board of Directors recommends you vote FOR
the following:
| 1. | Election of Directors |
|||||
Nominees |
||||||
| 01 | Ricardo Levy, Ph. D. |
02 Irving Weissman, M.D. | ||||
The Board of Directors recommends you vote FOR proposals 2 and 3.
| 2 | To ratify the selection of Grant Thornton LLP as independent public accountants of the Company for the fiscal year ending December 31, 2011. | |
| 3 | Approval of a non-binding advisory vote of the compensation paid to Stemcells’ named executive officers. |
The Board of Directors recommends you vote 3 YEARS on the following proposal:
| 4 | Recommend, by non-binding vote, the frequency of future advisory votes on executive compensation. |
The Board of Directors recommends you vote FOR the following proposal:
| 5 | To approve amendments to the company’s certificate of incorporation, as described in the accompanying proxy statement, to effect a reverse stock split of the company’s issued and outstanding common stock and decrease the number of authorized shares of common stock to 75,000,000 and to authorize the Board of Directors to effect these amendments to the certificate of incorporation, within the Board’s discretion, at any time within four months after the date stockholder approval for the reverse stock split is obtained. |
NOTE: In their discretion, upon such other matters that may properly come before the meeting or any
postponements or adjournments thereof.
| Reserved for Broadridge Internal Control Information | ||||
NAME |
||||
THE COMPANY NAME INC. - COMMON |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS A |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS B |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS C |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS D |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS E |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - CLASS F |
123,456,789,012.12345 | |||
THE COMPANY NAME INC. - 401 K |
123,456,789,012.12345 | |||
| Broadridge Internal Use Only | |
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE |
Job # Envelope # Sequence # # of # Sequence # |
