DEFA14A 1 d505879ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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

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Filed by a Party other than the Registrant   ¨

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¨ Preliminary Proxy Statement

 

¨ Definitive Proxy Statement

 

x 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):

 

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*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 8, 2013

 

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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).

 

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  EXELIS INC.

  1650 TYSONS BLVD., SUITE 1700

  MCLEAN, VA 22102

      Meeting Information
       Meeting Type:          Annual Meeting
       For holders as of:    March 15, 2013
       Date: May 8, 2013     Time: 10:30 a.m., EDT
      

 

Location: Exelis Inc., 1650 Tysons Boulevard, Suite 1700, Mclean, VA 22102

 

      
       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 8, 2013 at 10:30 a.m., EDT at Exelis Inc., 1650 Tysons Boulevard, Suite 1700, Mclean, VA 22102

      

 

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.
      

   

 

Before You Vote  

     
            
        

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

  
 

 

2013 PROXY STATEMENT AND THE 2012 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 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 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 24, 2013 to facilitate timely delivery.

 

  

 

   

 

How To Vote  

     
            
        

Please Choose One of the Following Voting Methods

 

    

 

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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.

 

   

 

 

Voting Items      

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

     
 

1.      Election of three Class II Directors of the Exelis Inc. Board of Directors.

     

Nominees:

      

1a.  John J. Hamre

      

1b.  Patrick J. Moore

      

1c.  R. David Yost

      

2.      Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2013.

   

3.      Approval of the material terms of the Exelis Inc. Annual Incentive Plan for Executive Officers.

   

4.      Approval, in a non-binding vote, of the compensation of our named executive officers, as described in the 2013 Proxy Statement.

   

 

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