Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
Section 240.14a-12
PURE CYCLE 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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of Filing Fee (Check the appropriate box):
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No fee required.
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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:
(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):
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aggregate value of transaction:
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offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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PURE CYCLE CORPORATION
Additional Materials for Annual Meeting of
Shareholders
To be Held on January 18, 2017 at 3:00 p.m. Mountain
Time
These Additional Materials for Annual Meeting of Shareholders are
dated January 16, 2017, and supplement the Notice of Annual Meeting
of Shareholders and Proxy Statement of Pure Cycle Corporation (the
“Company”) dated December 7, 2016.
On
January 16, 2017, the Company filed a Report on Form 8-K announcing
that on January 13, 2017, the Company’s independent
registered public accounting firm, GHP Horwath, P.C.
(“GHP”), was resigning because the partners and
employees of GHP have joined Crowe Horwath LLP
(“Crowe”). On January 16, 2017, the Company’s
audit committee engaged Crowe to serve as the independent
registered public accounting firm for the Company.
As a
result of its change of independent accounting firms, the board of
directors of the Company is withdrawing Proposal 2 from the
shareholder vote at the Company’s annual meeting on January
18, 2017. Proposal 2 requests shareholder ratification of the
appointment of GHP as the Company’s independent registered
public accounting firm for the fiscal year ending August 31, 2017.
The Company does not intend to submit at the upcoming annual
meeting any other proposal for ratification with respect to the
appointment of an independent registered public accounting
firm.
As a
result of the removal of Proposal 2, the Company notes the
following important matters regarding voting:
●
proxy
cards or voting instructions previously received and providing
directions for the voting on Proposal 1 (election of directors) and
Proposal 3 (approving on an advisory basis the compensation for the
Company’s named executive officer) will remain valid and in
effect and will be voted on those proposals as
directed;
●
proxy
cards or voting instructions received or received in the future and
providing directions on Proposal 2 will not be voted on Proposal
2;
●
the
Company will not make available or distribute, and you do not need
to sign, new proxy cards or submit new voting instructions solely
as a result of the removal of Proposal 2; and
●
if
you already submitted a proxy card or voting instructions, you do
not need to resubmit proxies or voting instructions with different
directions, unless you wish to change the vote you previously cast
on either Proposals 1 or 3. You may change your vote at any time
prior to the annual meeting. See “Can I change or revoke my
vote?” under “ABOUT THE MEETING” in the Proxy
Statement.
Your
vote regarding the remaining agenda items is important. Please vote
on these remaining items as described in the Notice of Internet
Availability of Proxy Materials previously mailed to you on or
about December 7, 2016, the Proxy Statement, dated December 7,
2016, and the proxy card accompanying the Proxy Statement, copies
of which are available at www.proxyvote.com.