DEFA14A

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

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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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

DIGIMARC 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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No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Fee paid previously with preliminary materials.

 

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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 30, 2019.

 

 
 

DIGIMARC CORPORATION

 

 

 

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DIGIMARC CORPORATION

C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

P.O. BOX 1342

BRENTWOOD, NY 11717

 

 

 

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Meeting Information

 

Meeting Type:         Annual Meeting

 

For holders as of:    March 1, 2019

 

Date:  April 30, 2019           Time: 11:00 AM Local Time

 

Location:    Digimarc Corporation

                     9405 S.W. Gemini Drive

                     Beaverton, OR 97008

 

For directions to the meeting, please call (503) 469-4800

 

 

You are receiving this communication because you held shares in the company named above as of March 1, 2019.

 

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.

 

 


—  Before You Vote  —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

   
  1.  Notice of the 2019 Annual Meeting of Shareholders    3.  Proxy Card
  2.  2019 Proxy Statement    4.  2018 Annual Report to Shareholders
   
  How to View Online:     
  Have the information that is printed in the box marked by the arrow LOGO (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 request a copy of the proxy materials for the 2019 annual meeting of shareholders or for all meetings:
 

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 LOGO (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 April 16, 2019 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow  LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


  Voting Items   

 

The Board of Directors recommends you vote FOR the following:

 

1.

   Election of Directors    
     Nominees:    
     01)      Bruce Davis   04)   James T. Richardson
     02)      Gary DeStefano   05)   Andrew J. Walter
     03)      Richard L. King   06)   Bernard Whitney

The Board of Directors recommends you vote FOR the following proposals:

2.

   To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Digimarc Corporation for the year ending December 31, 2019.

3.

   To approve, by non-binding vote, the compensation paid to our executive officers.

 

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