UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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  o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12
ARRAY BIOPHARMA 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.
o	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:
o	Fee paid previously with preliminary materials.
o	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:

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on October 23, 2013.

 

ARRAY BIOPHARMA INC.

 

 

 

ARRAY  BIOPHARMA INC.

3200  WALNUT STREET

BOULDER, CO 80301

 

Meeting Information

 

Meeting Type:		Annual Meeting of Stockholders
For holders as of:		August 26, 2013
Date:    October 23, 2013			Time: 1:00 PM MDT
Location:	Offices of Array BioPharma Inc.
	1825 33rd Street
	Boulder, CO 80301

 

You are receiving this communication because you hold shares in the company named above.

 

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 or e-mail copy at no charge (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:

 

Annual Report with Shareholder Letter Notice and Proxy Statement

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow  à 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 è 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 October 9, 2013 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

Vote In Person: Many shareholder meetings have 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 à XXXX XXXX XXXX available and follow the instructions.

 

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

 

 

Voting Items

 

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

 

1.            Re-election of three directors to the Board of Directors to serve a term of three years, or until their successors have been duly elected and qualified.

 

Nominees:

 

01)                John A. Orwin

02)                Gil J. Van Lunsen

03)                John L. Zabriskie, Ph.D.

 

2.              Holding an advisory vote on executive compensation as disclosed in the proxy statement.

 

3.              Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2014.

 

The Board of Directors recommends a vote “For All” directors nominated for re-election and a vote “For” all other proposals.

 

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

 

M17131-P84268

 

 

M17132-P84268