UNITED
STATES
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
Filed
by the Registrant ¨
Filed
by a Party other than the Registrant ý
Check
the appropriate box:
£ Preliminary
Proxy Statement
£ Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
£ Definitive
Proxy Statement
T Definitive
Additional Materials
£ Soliciting
Material Pursuant to §240.14a-12
NAUTILUS,
INC.
(Name
of Registrant as Specified In Its Charter)
SHERBORNE
INVESTORS LP, SHERBORNE INVESTORS GP, LLC, SHERBORNE INVESTORS MANAGEMENT
LP,
SHERBORNE INVESTORS MANAGEMENT GP, LLC, SHERBORNE STRATEGIC FUND A, LLC,
SHERBORNE STRATEGIC FUND B, LLC, NOTTINGHAM INVESTORS LLC AND EDWARD J.
BRAMSON
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
T No
fee required.
£ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
£ Fee
paid previously with preliminary materials.
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£
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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.
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(2) Form,
Schedule or RegistrationStatement No.:
(3) Filing Party:
(4) Date
Filed:
PLEASE
VOTE FOR ALL PROPOSALS
ON
THE GREEN PROXY CARD
Your
Vote Is Important!
Vote
By Telephone Or Via The Internet!
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VOTE
BY INTERNET
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VOTE
BY TELEPHONE
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It
is fast and convenient, and
your vote is immediately confirmed and recorded.
Follow
these four easy steps to vote online:
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Call
TOLL-FREE on a touch-tone telephone using the 800 number shown
below.
Follow
these four easy steps to vote via telephone:
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1.
Read the accompanying proxy statement and voting form.
2.
Go to the Web site www.proxyvote.com.
3.
Enter your 12-digit Control Number located on the label of your
voting form.
4.
Follow the instructions provided to vote FOR all
proposals.
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1.
Read the accompanying proxy statement and voting form.
2.
Please call toll-free 1-800-454-8683.
3.
Enter your 12-digit Control Number located on the label of your voting
form.
4.
Follow the instructions provided to vote FOR all
proposals.
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(CUSP
NUMBER) XXXX-XXXX-XXXX (SEQUENCE
#)
(ACCOUNT
NUMBER) (SHARES) CLT#(XXX)
NAME
ADDRESS
CITY
STATE ZIP
CODE
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