-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uxim3ZM36L7CwPVKwO2Weiz36tKukrsX37CTJJeW8/NV8PowEBkvWFWqDPqWBdcX hjc+4mXZkUJjc+FFsRi64w== 0001193125-04-161415.txt : 20040924 0001193125-04-161415.hdr.sgml : 20040924 20040924150217 ACCESSION NUMBER: 0001193125-04-161415 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 EFFECTIVENESS DATE: 20040924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALMONE INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 041044850 BUSINESS ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088789000 MAIL ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD STREET 2: M/S 4101 CITY: MILPITAS STATE: CA ZIP: 95035-5112 FORMER COMPANY: FORMER CONFORMED NAME: PALM INC DATE OF NAME CHANGE: 19991203 DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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    ¨

 

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

    

 

palmOne, 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)(4) 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:

 

 

 

Notes:


September 23, 2004

 

Members of the Compensation Committee

palmOne, Inc.

400 N. McCarthy Boulevard

Milpitas, CA 95035

 

To Members of the Compensation Committee:

 

As you are aware, palmOne, Inc. (the “Company”) has recommended to stockholders the approval of the amendment and restatement of palmOne’s 1999 Stock Plan (the “Plan”) as presented in the Company’s Proxy Statement for its 2004 Annual Meeting of Stockholders (“Proposal No. 2”). For terms set forth and not otherwise defined in this letter, you should refer to the meanings set forth in the Plan. Subsequent to the Company’s distribution of the Proxy Statement, we have received unsolicited feedback from stockholders regarding the Plan. As a result, and provided that the Company’s stockholders approve Proposal No. 2, management will recommend the following amendments of the Plan to the Committee:

 

  (1) the authority of the Administrator to reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted should be made subject to stockholder approval;

 

  (2) the authority of the Administrator to institute an Award Exchange Program (allowing for Awards to be surrendered or cancelled in exchange for Awards which may have a lower exercise or purchase price or in exchange for cash or a combination of cash and Awards) should be made subject to stockholder approval;

 

  (3) with respect to Restricted Stock, SARs, Performance Units and Performance Shares, if no payment is required from the Participant, the Administrator should not have authority to approve performance based vesting of less than one (1) year or non-performance based vesting of less than three (3) years for more than ten percent (10%) of the Shares subject to the Plan; and

 

  (4) the Company should obtain stockholder approval of any amendment to the Plan that: (i) increases the number of Shares subject to the Plan; or (ii) changes the method described in the Plan for determining the exercise price, price or value of Awards under the Plan.

 

I expect that we will discuss these recommendations at a meeting of the Committee following the Company’s 2004 Annual Meeting of Stockholders.

 

Best regards,

 

/s/ R. Todd Bradley

 

R. Todd Bradley

Chief Executive Officer

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