Edgar Filing: ULTIMATE SOFTWARE GROUP INC

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as Amended

Filed by the Registrant þ

Filed by a party other than the Registrant o

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o		Preliminary Proxy Statement

o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o		Definitive Proxy Statement

þ		Definitive Additional Materials

o		Soliciting Material under Rule 14a-12

The Ultimate Software Group, Inc.

(Name of Registrant as Specified in Its Charter)

Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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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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* Exercise Your Right to Vote *
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 17, 2011


			Meeting Information
	*THE ULTIMATE SOFTWARE GROUP, INC.*		Meeting Type: Annual Meeting
	*THE ULTIMATE SOFTWARE GROUP, INC.*		For holders as of: March 21, 2011
			Date: May 17, 2011 Time: 10:00 AM EDT
			Location: Ultimate Software
			2000 Ultimate Way
			Weston, Florida 33326


		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. Form 10-K 2. Notice & Proxy Statement How to View Online:
			Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX (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 ® XXXX XXXX XXXX (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 03, 2011 to facilitate timely delivery.


			— How To Vote —
			Please Choose One of the Following Voting Methods


			Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. 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. 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 ® XXXX XXXX XXXX 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 voting instruction form.		Internal Use Only


		Voting items
		The Board of Directors recommends that you
		vote FOR the following:

		1. Election of Directors Nominees
		01 LeRoy A. Vander Putten 02 Robert A. Yanover



		The Board of Directors recommends you vote FOR the following proposal(s):

		2 To ratify the appointment for KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
		3 An advisory vote on the approval of executive compensation.
		The Board of Directors recommends you vote 1 YEAR on the following proposal:
		4 Advisory vote on the frequency of stockholder votes on executive compensation.

		NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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	Reserved for Broadridge Internal Control Information

	Voting Instructions

	THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE


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	THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE



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Stockholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be Held on May 17, 2011

Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. 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 proxy statement and annual report on Form 10-K to stockholders are available at:

www.envisionreports.com/ULTI


		Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/ULTI to view the materials. Step 2: Click on Cast Your Vote or Request 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.


		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 on the reverse side on or before May 6, 2011 to facilitate timely delivery.



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Stockholder Meeting Notice

The Ultimate Software Group, Inc. Annual Meeting of Stockholders will be held on May 17, 2011 at 2000 Ultimate Way, Weston, FL 33326 at 10:00 a.m. EDT.

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 proposals 1, 2 and 3 and for “1 YEAR” on proposal 4:

	1.		Election of Directors – LeRoy A. Vander Putten and Robert A. Yanover.

	2.		To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

	3.		Advisory vote on executive compensation.

	4.		Advisory vote on the frequency of stockholder votes on executive compensation.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or by telephone (call toll free 1-800-652-VOTE (8683) within the United States, Canada and Puerto Rico) or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. For directions to the meeting, please call 954-331-7369.


		Here’s how to order a free copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.

		PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

	®		Internet – Go to www.envisionreports.com/ULTI. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.

	®		Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

	®		Email – Send email to investorvote@computershare.com with “Proxy Materials The Ultimate Software Group, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.

			To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 6, 2011.

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