UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
McAfee, 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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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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Fee paid previously with preliminary materials. |
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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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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
On July 14, 2008, McAfee, Inc. (McAfee) filed a current report on Form 8-K with the Securities
and Exchange Commission (SEC), the text of which is below. A complete copy of this report can be
found on the SECs website at www.sec.gov.
As a result of recent discussions with the RiskMetrics Groups ISS Governance Services, McAfee,
Inc. (McAfee) hereby confirms and clarifies that in accordance with Section 3.2 of McAfees 1997
Stock Incentive Plan, as amended (the Plan):
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if any stock units are settled, then all shares of McAfees common stock (Common
Shares) underlying such stock units shall reduce the number of Common Shares available for
award under the Plan; |
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if any stock appreciation rights (SARs) granted under the Plan are exercised, then all
Common Shares underlying such SARs shall reduce the number of Common Shares available for
award under the Plan; and |
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to the extent that any (i) Common Shares are surrendered to McAfee in payment of the
exercise price of a stock option, (ii) Common Shares are purchased by McAfee in the open
market with the proceeds from the sale of Common Shares pursuant to the exercise of stock
options, or (iii) Restricted Shares (as defined under the Plan) are repurchased by McAfee
at their original purchase price, in each case, such Common Shares shall not be available
for issuance under the Plan. |
A copy of the Plan has been filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008, filed with the SEC on May 12, 2008.
IMPORTANT INFORMATION
McAfee filed a revised definitive proxy statement (Proxy Statement) in connection with its 2008
annual meeting of stockholders with the SEC on June 27, 2008. MCAFEE STOCKHOLDERS ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION. Stockholders are able to obtain
additional copies of the Proxy Statement and any other documents filed by McAfee with the SEC for
free at the SECs website at www.sec.gov. Copies of the Proxy Statement are also available
for free at McAfees investor relations website at investor.mcafee.com or by writing our
corporate secretary at 3965 Freedom Circle, Santa Clara, California 95054.
INFORMATION REGARDING PARTICIPANTS
Detailed information regarding the names, affiliations and interests of individuals who are
participants in the solicitation of proxies of McAfees stockholders is available in the Proxy
Statement.