Edgar Filing: INFINERA Corp

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DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ☐

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

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

INFINERA CORPORATION

(Name of registrant as specified in its charter)

(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 May 23, 2019



*INFINERA CORPORATION*			Meeting Information

			Meeting Type: Annual Meeting
			For holders as of: April 02, 2019
			Date: May 23, 2019 Time: 10:00 AM PDT
			Location:	140 Caspian Court
				Sunnyvale, California 94089
	INFINERA CORPORATION ATTN: MICHAEL POST 140 CASPIAN COURT SUNNYVALE, CA 94089

		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.

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— Before You Vote —

How to Access the Proxy Materials


		Proxy Materials Available to VIEW or RECEIVE:

		1. Notice & Proxy Statement 2. Annual Report with Form 10-K
		How to View Online:
		Have the information that is printed in the box marked by the arrow (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 (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 09, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods


		Voting items


		The Board of Directors recommends you vote FOR the following:

		1. To elect two Class III Directors to serve until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.

		Nominees

		1a. Marcel Gani

		1b. Mark A. Wegleitner				NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

		The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

		2. To approve an amendment of the Infinera Corporation 2016 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 7,300,000 shares.

		3. To approve an amendment of the Infinera Corporation 2007 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder by 10,500,000 shares.

		4. To approve, on an advisory basis, the compensation of Infinera’s named executive officers, as described in the Proxy Statement.
		5. To ratify the appointment of Ernst & Young LLP as Infinera’s independent registered public accounting firm for the fiscal year ending December 28, 2019.

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