Definitive Additional Material

— Before You Vole —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT, CEO ANNUAL REPORT LETTER, ANNUAL REPORT ON FORM 10-K.

How to View Online:

Have the information that is printed in the box marked by the arrow (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:

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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 25, 2012 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: You can gain entrance to the shareholder meeting by producing the attached Admission Ticket. During 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 12 Digit Control Number 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.

DEFA14A 1 d323485ddefa14a.htm DEFINITIVE ADDITIONAL MATERIAL Definitive Additional Material

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 þ

Filed by a Party other than the Registrant ¨

Check the appropriate box;

¨	Preliminary Proxy Statement

¨	Definitive Proxy Statement

þ	Definitive Additional Materials

¨	Soliciting Material Pursuant to Rule 14a-12

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

Exelis 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):

þ	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)

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(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):

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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.:

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(4)

Date Filed:

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be Held on May 9, 2012


		EXELIS INC.
		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). EXELIS INC. 1650 TYSONS BLVD., SUITE 1700 MCLEAN, VA 22102				Meeting Information Meeting Type: Annual Meeting For holders as of: March 16, 2012 Date: May 9, 2012 Time: 10:30 a.m., EDT Location: Doral Arrowwood 975 Anderson Hill Road Rye Brook, New York 10573
						We encourage you to access and review all of the important information contained in the proxy materials before voting.
						ADMISSION TICKET This is notice of your invitation to attend the Annual Meeting of Shareholders of Exelis Inc. to be held on Wednesday, May 9, 2012 at 10:30 a.m., EDT at Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, New York 10573. You should present this Admission Ticket in order to gain admittance to the Annual Meeting. This ticket admits only the shareholder listed and is not transferable.

						See the reverse side of this notice to obtain proxy materials and voting instructions.

Voting Items

—

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, AND 4

Election of three Class I Directors of the Exelis Inc. Board of Directors.

Nominees:

1a.

Ralph F. Hake

1b.

David F. Melcher

1c.

Herman E. Bulls

Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2012.

Approval of an amendment and restatement of the Exelis Inc. 2011 Omnibus Incentive Plan to increase the number of shares of Common Stock reserved for issuance under the plan to 40 million.

Approval, in a non-binding vote, the compensation of our named executive officers, as described in the 2012 Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE 1 YEAR ON THE FOLLOWING PROPOSAL:

To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years.

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