formproxycard.htm
 

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  x                            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
 
 
x
 
Definitive Additional Materials
 
 
¨
 
Soliciting Material under §240.14a-12
 
 
HIGHER ONE HOLDINGS, 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):
 
 
x
 
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:
 
 
 
 
 
 
 
 
(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:
 
 
 
 
 
 
 
 
¨
 
Fee paid previously with preliminary materials.
 
 
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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 Registration Statement No.:
 
 
 
 
 
 
 
 
(3)
 
Filing Party:
 
 
 
 
 
 
 
 
(4)
 
Date Filed:
 
 
 
 
 
 

 
 
 
logo
 
ATTN:  ROBERT  BARBIERI
HIGHER ONE  HOLDINGS, INC.
115  MUNSON  STREET
NEW  HAVEN, CT 06511
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
 
DETACH AND RETURN THIS PORTION ONLY
 
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
   
For
All
Withhold
All
For All
Except
  
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
  
The Board of Directors recommends you vote FOR the following:
 o o o      
 
1.
Election of Directors
                
 
Nominees
                
                   
01
Mark Volchek                  02    David Cromwell                 03     Lowell Robinson
                
                   
The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5:
          
For
Against
Abstain
                   
2.
Approval of the Company's Amended and Restated Certificate of Incorporation.
  
o
¨
¨
                   
3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2014.
  
¨
¨
¨
                   
4.
Approval, on a non-binding advisory basis, of the 2013 compensation of the Company's Named Executive Officers.
  
¨
¨
¨
                   
5.
Approval of the Company's Short Term Incentive Plan.
  
¨
¨
¨
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
 
For address change/comments, mark here.    
¨
        
(see reverse for instructions)
Yes
No
          
                 
Please indicate if you plan to attend this meeting
¨
¨
          
                 
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.          
 
                 
                 
 
Signature [PLEASE SIGN WITHIN BOX]
Date
    
Signature (Joint Owners)
Date
    
 
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com.
 

 
 
HIGHER ONE HOLDINGS, INC.
Annual Meeting of Stockholders
June 11, 2014 9:00 AM
This proxy is solicited by the Board of Directors
 
The stockholder(s) hereby appoint(s) Marc Sheinbaum and Christopher Wolf, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of HIGHER ONE HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholder(s) to be held at 9:00 AM, Eastern Time on June 11, 2014, at the offices of Higher One Holdings, Inc., 115 Munson Street, New Haven, CT 06511, and any adjournment or postponement thereof.
 
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR the election of nominees for the Board of Directors listed on the reverse side and FOR Proposal 2, FOR Proposal 3, FOR Proposal 4 and FOR Proposal 5.
  
         
 
Address change/comments:
    
         
         
         
         
         
         
         
   
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
    
         
   
Continued and to be signed on reverse side