DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

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  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 Pursuant to §240.14a-12

AOL 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.
¨   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.
  (1)  

Amount Previously Paid:

 

 

     
  (2)  

Form, Schedule or Registration Statement No.:

 

 

     
  (3)  

Filing Party:

 

 

     
  (4)  

Date Filed:

 

 

     

 

 

 


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IM PORTANT ANNUAL MEETING INFORMATION 000004

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Stockhold er Meeting Notice 1234 5678 9012 345 Im portant AOLNotice In c. Stockhold Regarding er Meeting the Availability to be Held of Proxy on May Materials 25, 2011 for th e

Under United States Securities and Exchange Commission ru les, you are re ceiving th is notice that th e proxy materials fo r th e annual stockholders’ meeting are available on the In ternet. Follow th e instructio ns below to view th e materials and vote online or re quest a copy. The it ems to be voted on and lo cation of th e annual meeting are on th e re vers e side. Your vote is im portant!

This communication is not a fo rm of voting and presents only an overview of th e more complete proxy materials, which contain im portant in formation and are available to you on th e In te rnet or by mail. We encourage you to access and review all of th e in formation contained in th e proxy materials before voting. The proxy statement and annual report to stockholders are available at:

www.envisionreports.com/AOL

Easy Onli ne Access — A Convenient Way to View Proxy Materials and Vote

When you go online to vie w materials , you can also vote your shares.

3 Step 1: Go to www.envisionreports.com/A OL to view th e materi als . Step 2: Click on Cast Your Vote or Request Materi als.

Step 3: Follow th e in structions on th e screen to lo g in.

Step 4: Make your selectio n as in structed on each screen to select delivery preferences and vote.

When you go online, you can also consent to re ceive electronic delivery of future materials.

Obtainin g a Copy of th e Proxy Materials – If you want to re ceive a paper or email copy of the proxy materials, you must request one. There is no charge to you fo r requesting a copy. Please make your request fo r a copy as in structed on th e reverse side on or before May 15, 2011 to fa cilita te tim ely delivery .

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Stockhold er Meeting Notice

AOL In c.’s Annual Meeting of Stockholders wil be held on May 25, 2011 at th e Crowne Plaza Hotel, Mediterranean Ballroom, El Camino Real, Palo Alto, CA 94306, at 9:0 0 a.m. Pacific Time.

Proposals to be voted on at the meetin g are li sted below alo ng wit h th e Board of Directors’ recommendations.

The Board of Directors re commends th at you vote FOR each of the director nominees li sted in Proposal (1), FOR Proposals (2 ) and (3 ), and

1 YEAR on Pro posal 4.

1. Election of Directors: 01—Tim Armstr ong, 02—Ric hard Dalzell, 03—Karen Dykstra, 04 – Alberto Ib argüen, 05—Susan Lyne,

06—Patricia Mit chell, 07—Fredric Reynolds, 08—James Ste ngel

2. Ratification of appointment of Ernst & Young LLP as our in dependent re giste red public accounting fi rm fo r 2011.

3. Advisory vote on executive compensation.

4. Advisory vote on th e fre quency of fu ture advis ory votes on executive compensatio n.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNIN G THIS NOTICE. To vote your shares you must vote onli ne or request a paper copy of the proxy materials to receive a proxy card. If you wis h to atte nd and vote at th e meeting, please bring th is notice with you.

Y u m y obtain dire ctions to th e AOL In c. Annual Meeti ng of Sto ckholders by contacti ng our Corporate Secretary via email at corporatesecretary@teamaol.com, via phone at (2 12) 652-6450, via fa x at (7 03) 466-9813 or via mail at AOL In c. , 770 Broadway, New York, NY 10003. To obtain admission to th e AOL Inc. Annual Meeti ng of Sto ckholders, you must re giste r in advance by emailing corpora tesecretary@teamaol.com, by cal ing (2 12) 652-6450 or by fa xing (7 03) 466-9813. You may bri ng one immediate fa mily member as a guest. Please re gis te r by May 22, 2011. Please include th e fo llowing information in your email, voicemail or fax: • your name and mailin g address; • whether you need special assistance at th e meeting; • th e name

of your im mediate fa mily member guest, if one will accompany you; and • evid ence of your stock ownership as of March 30, 2011.

Here’s how to request a copy of the proxy materials and sele ct a fu ture delivery preference:

Paper copies: Current and fu ture paper delivery re quests can be submitte d via the te lephone, In ternet or email options below. Email copies: Current and fu ture email delivery re quests must be submitted via th e In ternet fo llowing th e in structions below. If you request an email copy of curre nt materia ls you will re ceive an email with a li nk to th e materi als.

PLEASE NOTE: You must use th e number in th e shaded bar on th e re verse side when re questing a set of proxy materials.

3 In ternet – Go to www.envisionreports.com/A OL. Click Cast Your Vote or Request Materials. Follow th e instr uctions to lo g in and ord er a paper or email copy of th e current meeting materials and submit your preference fo r email or paper delivery of fu ture meeting materials.

3 Telephone – Call us free of charge at 1-866-6 41-4276 using a to uch-tone phone and fo llow th e in structions to log in and order a paper copy of th e materials by mail fo r th e current meeting. You can als o submit a preference to receive a paper copy for fu ture meetings.

3 Email – Send email to in vesto rvote@compute rshare .com with “P roxy Materials AOL In c.” in th e subject li ne. In clude in th e message your fu ll name and address, plus th e number located in th e shaded bar on th e re verse, and state in th e email th at you want a paper copy of curre nt meeting materials. You can also sta te your preference to re ceive a paper copy fo r fu ture meetin gs.

To fa cilitate ti mely delivery, all requests fo r a paper copy of th e proxy materials must be received by May 15, 2011.

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