SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Sun Microsystems, Inc.
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IMPORTANT ANNUAL MEETING INFORMATION —
YOUR VOTE COUNTS!
Important Notice Regarding the Availability of Proxy Materials for the
Sun Microsystems, Inc. 2007 Annual Meeting of Stockholders to be Held on November 8, 2007
Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request printed copies. The items to be voted on and directions to the annual meeting are provided on the reverse side of this notice. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The annual report and proxy statement are available at:
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Easy Online Access — A Convenient Way to View Proxy Materials and Vote!
If you have access to the Internet, you can complete the process in a few easy steps: | |
| Step 1: Go to www.investorvote.com/sun. | ||
| Step 2: Click the View buttons to view our proxy materials. | ||
| Step 3: Follow the instructions on the screen to log in. | ||
| Step 4: Make your selection as instructed on each screen to select delivery preferences and Vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
The Sun Microsystems, Inc. 2007 Annual Meeting of Stockholders will be held on Thursday, November 8, 2007 at 10:00 AM Pacific Time.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends that you vote FOR the following proposals:
| 1. | Election of ten (10) members to the Board of Directors: | |||
| Scott G. McNealy | Michael E. Marks | |||
| James L. Barksdale | Patricia E. Mitchell | |||
| Stephen M. Bennett | M. Kenneth Oshman | |||
| Peter L.S. Currie | P. Anthony Ridder | |||
| Robert J. Finocchio, Jr. | Jonathan I. Schwartz | |||
| 2. | Ratification of the appointment of Ernst & Young LLP as Sun’s independent registered public accounting firm for the fiscal year ending June 30, 2008. | |||
| 3. | Approval of Sun’s 2007 Omnibus Incentive Plan. | |||
| 4. | Approval of amendment to Sun’s Amended and Restated Certificate of Incorporation to effect a one-for-four reverse stock split of common stock. | |||
The Board of Directors recommends that you vote AGAINST the following proposals:
5. Consideration of a stockholder proposal, if properly presented at the meeting, regarding advisory vote on compensation.
6. Consideration of a stockholder proposal, if properly presented at the meeting, regarding simple majority vote.
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Obtaining a Copy of the Proxy Materials — If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before October 29, 2007 to facilitate timely delivery. | |
| Here’s how to order a copy of the proxy materials: | ||
| PLEASE NOTE: You must use the numbers in the shaded bar on the reverse side when requesting a copy of the proxy materials. | ||
| • Telephone – Call us free of charge at 1-866-641-4276 in the US, Canada or Puerto Rico using a touch-tone phone and follow the instructions. From Outside the US, Canada or Puerto Rico call 781-575-2300. | ||
| • Internet – Go to www.investorvote.com/sun and follow the instructions. | ||
| • Email – Send an email message with “Proxy Materials Order” Materials Order” in the Subject field and your name, address and the three numbers that appear in the shaded bar on the reverse side of this notice to investorvote@computershare.com. | ||
